6 June 2024
Mitie Group plc
Full year results for the
year ended 31 March 2024
A record year of
delivery
Revenue +11%; Operating
profit +30%; EPS +29%
Highlights
·
|
Mitie's strong track record of delivery continues: all medium-term targets met or
significantly exceeded in FY24
|
·
|
Record revenue1, up 11% to £4,511m
(FY23: £4,055m), reflecting growth in Key Accounts (including net
wins and re-pricing), Projects upsell and M&A (despite the
completion of certain short-term public sector
contracts)
|
·
|
Total contract value (TCV) of
£6.2bn wins/renewals (FY23: £4.3bn); 79% renewals rate (FY23:
>90%) reflects the loss of two notable contracts; 137%
book to bill ratio4
|
·
|
Operating profit before other
items2,3
up 30% to £210m (FY23: £162m)
|
·
|
Operating profit margin3 before other items up 0.7ppt
to 4.7% (FY23: 4.0%)
|
·
|
Basic EPS before other items up 29% to 12.3p (FY23: 9.5p), reflecting the increase in
operating profit, reduction in net finance costs and benefit from
share buybacks, partially offset by a higher corporation tax
rate
|
·
|
Operating profit of £166m
(FY23: £117m) and basic EPS of 9.8p (FY23: 6.8p); Other items of
£44m (FY23: £45m) include costs to deliver margin enhancement
initiatives and non-cash acquisition-related items
|
·
|
Strong free cash flow generation of £158m (FY23: £66m), reflecting growth in operating profit
and an in-year benefit from working capital process improvements of
c.£25m
|
·
|
Closing net debt of £81m
(FY23: £44m), reflecting positive free cash flow generation, offset
by acquisitions and ongoing shareholder returns
|
·
|
Strong balance sheet with
leverage of 0.6x average net debt/EBITDA5 (FY23:
0.4x)
|
·
|
Recommended final dividend of
3.0p per share; total dividend up 38% to 4.0p per share (FY23:
2.9p)
|
·
|
Share buyback programme for
£50m commenced in April; 7m shares purchased to date at 119p
average price
|
·
|
Robust total order book4 and pipeline of £11.4bn
(FY23: £9.7bn) and £18.6bn (FY23: £14.7bn), respectively,
underpinning future growth in Key Accounts and Projects
|
·
|
New Facilities Transformation Three-Year Plan
(FY25 - FY27) has commenced with good momentum;
we are confident in delivering our medium-target targets and
achieving our growth expectations for the year
|
|
Twelve months to 31 March
2024
|
Twelve
months to 31 March 2023
|
£m unless otherwise
specified
|
Before
other items2,5
|
Other
items2
|
Total
|
Before
other items2,5
|
Other
items2
|
Total
|
Revenue (including share of JVs
& associates)
|
4,510.7
|
-
|
4,510.7
|
4,055.1
|
-
|
4,055.1
|
Group revenue
|
4,445.2
|
-
|
4,445.2
|
3,945.0
|
-
|
3,945.0
|
Operating
profit/(loss)3
|
210.2
|
(44.5)
|
165.7
|
162.1
|
(45.1)
|
117.0
|
Operating profit margin3
|
4.7%
|
-
|
3.7%
|
4.0%
|
|
2.9%
|
Profit/(loss) before
tax
|
200.8
|
(44.5)
|
156.3
|
150.6
|
(45.1)
|
105.5
|
Profit/(loss) for the
period
|
162.9
|
(32.0)
|
130.9
|
128.0
|
(36.9)
|
91.1
|
Basic earnings per
share
|
12.3p
|
|
9.8p
|
9.5p
|
|
6.8p
|
Dividend per share
|
|
|
4.0p
|
|
|
2.9p
|
Cash generated from
operations
|
|
|
227.9
|
|
|
116.9
|
Free cash
inflow5
|
|
|
157.6
|
|
|
65.7
|
Average daily net
debt5
|
|
|
160.7
|
|
|
84.3
|
Closing net
debt5
|
|
|
80.8
|
|
|
44.1
|
Total order
book4
|
|
|
£11.4bn
|
|
|
£9.7bn
|
Return on invested
capital5
|
|
|
26.4%
|
|
|
25.4%
|
1. Including share of joint
ventures (JVs) and associates.
2. Other items are described in
Note 4 to the condensed consolidated financial
statements. In FY24 £24.8m relates to
non-cash amortisation of acquired intangible assets (FY23:
£21.4m).
3. Operating profit includes
share of profit after tax from JVs and associates. Operating profit
margin is operating profit as a percentage of revenue including
share of JVs and associates.
4. Total order book includes
secured fixed term contract work, variable (including estimated
variable work) and project work. Book to bill ratio is the
relationship between orders received during the year and revenue
recognised for the year. Both measures reflect an uplift of £0.5bn
arising from the consolidation of Landmarc.
5. Performance before other
items, net debt, free cash inflow, EBITDA and return on invested
capital are presented as Alternative Performance Measures.
Explanations as to why these measures are presented, and
reconciliations to the equivalent statutory measures, are set out
in the Appendix to the condensed consolidated financial
statements.
Commenting on the year and the outlook, Phil Bentley, Group
Chief Executive, said:
"We are pleased with our strong
performance in FY24, having delivered record revenue, operating
margin expansion and a good return on invested capital. Mitie is a
cash generative business with a robust balance sheet, and we are
committed to investing in accelerated growth, as well as returning
surplus funds to shareholders via share buybacks.
"Our divisions are all performing
well, with Technical Services, Central Government & Defence and
Communities delivering double digit revenue growth, and Business
Services more than replacing all of the revenue from certain
short-term public sector contracts.
"As a result of this positive
outturn, we have met or significantly exceeded all of the financial
targets set out in the previous Three-Year Plan (FY22 - FY24), and
this has been reflected in Mitie's Total Shareholder Return over
the period (80% TSR; #10 in FTSE 250).
"We have now started to execute
our new Facilities Transformation Three-Year Plan (FY25 - FY27),
through which we expect to accelerate growth and extend Mitie's
market leadership position. Our confidence in achieving this is
underpinned by a record £19bn pipeline of opportunities, through
which we will add further Key Accounts and deliver transformational
Projects in higher growth categories, as well as by strategic
M&A, which will add to our existing Projects
capabilities.
"We have secured a number of new
contracts and projects in the fourth quarter of FY24 and first
quarter of FY25, which give us good business momentum and we expect
to offset, in the medium-term, the contracts lost and ending in
FY24. Margin enhancement initiatives are also expected to deliver
further benefits in the current year, and we will continue to
generate strong cash flows and enhanced shareholder
returns.
"My appreciation goes to our
68,000 colleagues. Through their hard work, allied to our
technology-led approach, Mitie is transforming the built
environment and the lived experience for thousands of public and
private sector customers and their colleagues.
"FY25 will be another year of
delivery towards our medium-term targets and meeting our high
single digit revenue growth expectations for the year."
-END-
Analyst Presentation and Q&A
Phil Bentley (CEO) and Simon
Kirkpatrick (CFO) will host a presentation and Q&A session
today (6 June 2024) at 9.30am at The Shard and via a webcast.
For dial in details please contact kate.heseltine@mitie.com.
A copy of the presentation will be available on the company website
in advance of the live presentation, www.mitie.com/investors.
For further information:
Kate Heseltine
Group IR and Corporate
Finance Director
|
M: +44 (0)738 443 9112
|
E: kate.heseltine@mitie.com
|
Claire Lovegrove
Director of Corporate
Affairs
|
M: +44 (0)790 027 6400
|
E: claire.lovegrove@mitie.com
|
Richard Mountain
FTI Consulting
|
M: +44 (0)790 968 4466
|
|
About Mitie
Founded in 1987, Mitie employs
68,000 colleagues and is the leading technology-led Facilities
Transformation company in the UK. We are a trusted partner to
around 3,000 blue chip customers across the public and private
sectors, working with them to transform their built estates, and
the lived experience for their colleagues and customers, as well as
providing data-driven insights to inform better
decision-making.
In each of our core services of
Engineering (Hard Services) and Security and Cleaning & Hygiene
(Soft Services) we hold market leadership positions. We also upsell
Projects capabilities in the areas of building fitouts and
modernisation, decarbonisation, fire & security, and telecoms
infrastructure. Our sector expertise includes Central Government,
Critical National Infrastructure, Defence, Financial Services,
Healthcare & Life Sciences, Local Government & Education,
Retail & Logistics and Transport & Aviation.
Over the previous Three-Year Plan
(FY22 - FY24) Mitie delivered a Total Shareholder Return (TSR) of
80% (#10 in FTSE 250). Our new Facilities Transformation Three-Year
Plan (FY25 - FY27) will extend Mitie's market leadership position
through accelerated growth and deliver enhanced shareholder
returns.
We hold industry-leading ESG
credentials, including a place on the CDP Climate change A List,
and in the past 12 months we have received multiple industry awards
including B2B Marketing Team of the Year, Best Low Carbon Solution
and Net Zero Carbon Strategy of the Year. Targeting Net Zero by the
end of 2025, our ambitious emissions reduction plans have been
validated by the Science Based Targets initiative (SBTi). We have
been recognised as a UK Top Employer for the sixth consecutive
year. Find out more at www.mitie.com.
Chief Executive's strategic review
Overview
Mitie delivered a strong financial
performance and made further strategic progress in the year ended
31 March 2024. Revenue (including share of JVs and associates) grew
by 11% to a record £4,511m (FY23: £4,055m), operating profit before
other items grew by 30% to £210m (FY23: £162m) and basic EPS before
other items grew by 29% to 12.3p (FY23: 9.5p).
We achieved an operating profit
margin before other items of 4.7% (FY23: 4.0%) in the full year,
which included a margin of 5.3% in the second half of the year.
Sustainable margin improvement was a key pillar of our previous
Three-Year Plan (FY22 - FY24), and, building on the successful
delivery of this, we have a clear path to achieving an operating
margin of at least 5% by FY27.
Based on the equivalent statutory
measures, Group revenue increased by 13% to £4,445m (FY23:
£3,945m), operating profit increased by 42% to £166m (FY23: £117m)
and basic EPS increased by 44% to 9.8p
(FY23: 6.8p). The increase in basic EPS reflected improved
profitability and a £5m reduction in other items after tax to £32m
(FY23: £37m). Further details are set out in the Finance
review.
Our strategy and targets
Our achievements against all of
the targets (based on alternative performance measures) in the
previous Three-Year Plan (FY22 - FY24) are highlighted
below:
Metric
|
Target
|
Achievement in FY24
|
Annual revenue growth
|
Mid-to-high single
digit
|
11%
|
Operating profit margin
|
4.5% to 5.5%
|
4.7%
|
EBITDA
|
£200m
|
£268m
|
Free cash flow
|
£100m per annum
|
£158m
|
Average leverage
|
1.0x maximum
|
0.6x
|
ROIC
|
>20%
|
26.4%
|
Our new Three-Year Plan (FY25 -
FY27) pivots the business from traditional Facilities Management to
technology-driven Facilities Transformation. Mitie is the market
leader in the UK, with deep capabilities to aggregate workflow and
workforce data across the built environment, and a trusted partner
to thousands of blue-chip public and private sector organisations.
We have advanced our core capabilities through targeted investments
in technology and strategic M&A, alongside the work of our
exceptional colleagues, to meet the changing needs of our
customers.
Our customers are looking for
asset optimisation, a reduced carbon footprint and higher levels of
assurance for security and cleanliness, whilst embracing
hybrid-working and creating a 'Great Place to Work'. This all
requires cyber-secure data driven insights to inform better
decision-making.
These needs for transformation are
underpinned by attractive macro trends, including decarbonisation,
the modernisation of the built environment, and changes in
legislation and the regulatory landscape, that benefit both our
core service lines and Projects business.
Our ambitious financial targets
(based on alternative performance measures) for our new Facilities
Transformation Three-Year Plan are set out below and are designed
to deliver enhanced shareholder returns over the period.
·
|
High single digit revenue compound
annual growth rate
|
·
|
>5% operating margin by
FY27
|
·
|
EBITDA >£300m by
FY27
|
·
|
EPS growth above that of revenue
growth, despite higher corporation tax rates
|
·
|
£150m annual free cash flow by
FY27
|
Accelerating growth
Our technology-led Facilities
Transformation strategy is expected to deliver accelerated growth
through the key pillars of: 1) Key Account growth; 2) Projects
upsell; and 3) Infill M&A. We are targeting high single digit
revenue growth annually.
In FY24, organic growth through
Key Accounts (net wins and contract growth) and Projects upsell
contributed 7% to revenue growth, inclusive of contract re-pricing
of 4%. Infill M&A completed since 1 April 2022 contributed a
further 4% of inorganic growth.
Key Account
growth:
New contract wins, scope increases
and extensions/renewals totalled £6.2bn TCV in FY24 (FY23: £4.3bn).
New and expanded Key Accounts of £4.4bn TCV included: Aena in
Spain; further Amazon sites; the Defence Infrastructure
Organisation (DIO) overseas estate in Germany and wider Europe;
Department for Transport (DfT); Future Defence Infrastructure
Services (FDIS) Service family housing refurbishment projects work;
Home Office immigration services; Landmarc scope increases; Landsec
additional cleaning and security; and Phoenix Group.
Notable extensions/renewals of
£1.8bn TCV included: the Department for Work and Pensions (DWP);
the Foreign Commonwealth & Development Office (FCDO); GSK;
HMRC; the Home Office and Ministry of Justice; JLL; Landsec; Lloyds
Banking Group (LBG); Network Rail; and Sky.
Mitie's renewal rate reduced to
79% (FY23: >90%). We have a large, diversified portfolio of
customers, and contract renewals are therefore completed on a
rolling basis throughout each year. During FY24, two notable
contracts with a combined c.£70m per annum secured contract value
were not renewed (one due to pricing and the other seeking an
international provider), and this was reflected in the renewal
rate. Both contracts were handed over towards the end of FY24,
although we will continue to provide sub-contracted Security, Waste
and Landscaping services for one and expect to continue delivering
higher margin Projects work for both.
Our total order book increased by
18% to £11.4bn (FY23: £9.7bn), including an increase of £0.5bn TCV
from the consolidation of Landmarc. Our pipeline of new
opportunities stands at a record £18.6bn.
Projects
upsell:
In FY24, we continued to see
sustained demand from our customers for transformational projects
across their estates and, as a result, Projects revenue across the
Group increased by 37% to £1.1bn (FY23: £0.8bn).
The largest driver of this growth
was buildings infrastructure work, including lifecycle upgrades to
improve asset efficiency, the design and build of inspirational
workplaces, and retrofits to ensure buildings meet evolving
regulatory requirements. This work accounted for over 70% of
Projects revenue and grew by c.40% year-on-year. We continue to see
demand for decarbonisation technologies, such as solar, electric
vehicle (EV) charging and battery storage, whilst data centre
fitouts have also been an area of growth as major cloud-service
providers expand their UK presence. We have enhanced our expertise
in this area through the acquisitions of JCA Engineering and GBE
Converge.
Projects are delivered across all
of our divisions, with the largest contributors to revenue growth
in FY24 being Central Government & Defence and Technical
Services (see Operating Review for further details by
division).
Our projects are typically short
in duration (one to three months, on average), individually £100k -
£150k on average, and around 80% of revenue is delivered through
Key Accounts upsell. Whilst some projects are one-off in nature, we
often work with customers on rolling programmes, such as the refit
of branches for LBG, solar panel installations at David Lloyd Clubs
and the refurbishment of housing for the DIO.
Underpinning our work is the Mitie
Projects Centre of Excellence (PCoE), driving innovation and
productivity, and managing the operating platform including
construction, design & management regulations, the project
management playbook, and QHSE standards and training. The PCoE also
serves as a knowledge centre to support our 2,500 Projects
employees across the business.
Infill
M&A:
During FY24, Mitie completed seven
acquisitions for a combined consideration of £66m, net of cash
acquired and excluding employment-linked earnouts.
Our position as a leader in the
intelligence and technology-led Fire & Security market has been
enhanced by the acquisitions of RHI Industrials (May) - a leading
installer of high-tech security and access controls, and GBE
Converge (November) - a leading independent provider of fire,
security and information and communications technology
solutions. Smaller security acquisitions included Linx
International (April) - a leading risk management and consulting
business, and Biservicus (September) - a Spanish security
business,
Enhancing our Mechanical &
Electrical (M&E) engineering credentials, we acquired JCA
Engineering (September) - a leading principal contractor for
complex engineering projects across the UK, with a particular focus
on critical environments such as data centres, healthcare and life
sciences. We also purchased the assets of G2 Energy (via a
liquidation process in July) - a leading high voltage and battery
energy storage contractor, and Cliniwaste (October) - a specialist
in treating plastic waste.
Additionally, in November, Mitie
completed an agreement with its joint venture partner in the
'Landmarc' military training estate to amend the shareholders'
agreement. This resulted in Landmarc being consolidated as a
subsidiary of Mitie from this date and enables Landmarc to benefit
from the wider capabilities of our business.
Operating margin progression
We have a clear path to a target
operating profit margin before other items of at least 5% by FY27.
This will be achieved through our ongoing programme of margin
enhancement initiatives and operational leverage, alongside the
contribution from higher margin infill M&A and Projects works.
We expect these management actions to more than offset the
continued impact of inflation and pressure on contract pricing in a
highly competitive environment.
In FY24, the Group achieved the
final target in its previous Three-Year Plan (FY22 - FY24),
reaching an operating profit margin before other items of 4.7%.
This represents an increase of 0.7ppt on the prior year (FY23:
4.0%), and an increase of 2.4ppt since the start of the Plan (FY21:
2.3%). Consistent with the previous year, our H2 performance
exceeded that of H1, both for revenue and operating profit,
resulting in an operating profit margin of 5.3% in the second half
of FY24.
The increase across the year
reflects improved underlying trading and the delivery of £40m of
savings through margin enhancement initiatives, more than
offsetting the net impact of cost inflation that we were unable to
pass through to customers (£6m) and the completion of certain
short-term public sector contracts (£16m).
Approximately £28m of these
savings were delivered through our Target Operating Model (TOM)
programme, optimising our organisational structure, centralising
transactional finance teams, outsourcing certain back-office
functions and consolidating systems and processes. The balance of
savings were delivered through further Interserve synergies (£5m),
Operational Excellence initiatives (£4m), and the continued roll
out of the Coupa digital supplier platform across the divisions
(£3m). The costs associated with the delivery of margin enhancement
initiatives are included in 'cash other items'.
We expect to complete the TOM
initiatives during FY25. Over the new Facilities Transformation
Three-Year Plan (FY25 - FY27), the focus for margin enhancement
initiatives will shift towards operations and contract
efficiencies, including an optimised organisational structure
within customer accounts, improved contract productivity, and an
increase in the use of Artificial Intelligence (AI) analytics to
drive efficiencies in the deployment of resources and raise
customer engagement.
Sustainable free cash flow generation
Mitie is cash generative, a
function of strong profitability, tight working capital control and
a disciplined approach to capex. In FY24, the Group generated £228m
of cash from operations (FY23: £117m), leading to a free cash
inflow of £158m (FY23: £66m). This free cash inflow reflected
growth in operating profit, alongside working capital process
improvements that contributed a one-off benefit of c.£25m in the
year.
The Group is targeting free cash
flow generation of c.£150m per annum by FY27, as we expect
increased profitability and continuing working capital process
improvements to offset structural headwinds from growth in the
Projects business and customers demanding longer payment terms.
Strong free cash flow generation, combined with our robust balance
sheet, underpins the proactive and disciplined capital allocation
of our financial resources.
Proactive and disciplined capital
allocation
Our capital allocation policy
prioritises a progressive dividend (within a target payout range of
30-40%) and the purchase of all shares to fulfil employee share
schemes to mitigate shareholder dilution. We will also
continue to pursue strategic infill M&A, primarily targeting
higher growth, higher margin projects businesses in the key areas
of Buildings Infrastructure, Decarbonisation and Fire &
Security. Excess funds will be returned to shareholders through
share buybacks.
Consistent with this approach, the
Board is recommending a final dividend of 3.0p per share which,
when added to the 1.0p interim dividend paid, takes the total
dividend for FY24 to 4.0p per share. This is a 38% increase on the
prior year (FY23: 2.9p) and represents a payout ratio of 33% (FY23:
30%). The final dividend will be paid on 5 August 2024, following
approval at the 2024 AGM.
During FY24, we completed a £50m
share buyback programme, net of £8m cash proceeds received from the
vesting of the 2020 Save As You Earn (SAYE) scheme (c.30m shares
were purchased via the buyback to fulfil this scheme). We also
purchased 20m shares at a cost of £20m for employee incentive
schemes, and we invested £66m in the seven infill acquisitions
outlined above.
Over the past two years (FY23 and
FY24), we have purchased a total of 127m shares (of which 95m have
been cancelled) for £100m net cost via share buybacks and 70m
shares for £57m into our trusts for employee incentive schemes. The
average price per share for these combined share purchases was
80p.
We commenced our current £50m
share buyback programme on 15 April 2024. We will hold c.10m shares
in treasury to fulfil the 2021 SAYE scheme, vesting in January
2025, and cancel all shares purchased in excess of this. Within the
current programme we have purchased 7m shares at an average price
of 119p.
Strong balance sheet
Closing net debt of £81m (FY23:
£44m) reflects our strong free cash flow generation being more than
offset by capital deployment actions totalling £150m, alongside a
£45m increase in lease obligations as we continue to transition our
fleet to electric vehicles (EV) and extend the duration of leases.
Average daily net debt was £161m in FY24 (FY23: £84m) and leverage
was 0.6x average net debt / EBITDA (FY23: 0.4x). We are targeting a
leverage range of 0.75x to 1.5x in our new Facilities
Transformation Three-Year Plan (FY25 - FY27).
Technology leadership
Our competitive advantage is
embedded in our people and industry-leading technology, and this
has been a key contributor to a record Net Promotor Score of +60.
Through ongoing investment, we continue to enhance our unique Mitie
Digital Platform and deliver transformative, data-driven,
'intelligent' solutions to meet the changing needs of our
customers.
This includes Intelligent
Engineering - where we are leading in predictive and preventative
maintenance; Intelligent Security - where we are pioneering the
deployment of resources in response to risk and threat
intelligence; Intelligent Cleaning & Hygiene - where we are
delivering demand-led cleaning via our sensor technology; and
Intelligent Projects - where our new Emissions Intelligence service
will enable the automation of emissions data capture and reporting,
and the creation of Net Zero pathways for our
customers.
These solutions leverage our deep
capabilities to aggregate workflow and workforce data across the
built environment through our data lake and are increasingly being
enriched by the application of Artificial Intelligence and Machine
Learning (AI/ML).
During FY24, we have been
developing Mitie's GenAI diagnostic dashboards (Mozaic) in each of
our core service lines, using real-time data to increase visibility
across our customers' estates and inform decision-making. Through
our predictive analytics capabilities, we are evolving our service
delivery to demand-led cleaning and front of house services, threat
intelligence and carbon reporting, and predicting and resolving
asset issues before they fail.
We are also developing GenAI
benchmarking dashboards to compare the performance of customer
estates to industry standards and competitors, in areas such as
energy consumption, to identify opportunities for improvement.
These dashboards are being piloted on several Key Accounts in the
retail, distribution and financial services
sectors.
Smart Workplaces was launched in
H1, to consult, design and deliver workplaces that improve the
'lived' experience and, through the adoption of smart technologies,
optimise occupancy levels, footprint and the provision of wider
services within the building. It includes our digital twin
offering, which enables 3D visualisation, experiential design
simulations and building information modelling (BIM), to help
customers reimagine their workplaces of the future.
Our strategic partnerships with
global IT companies such as Microsoft, Vodafone, ServiceNow and
Wipro are also developing. In March 2024, we launched our
'Emissions Intelligence' service in partnership with Salesforce.com
to provide carbon reporting and reduction tools, complementing our
existing suite of Plan Zero services.
We are also leveraging our
partnership with Microsoft (MS) to deliver increasingly predictive
and preventative solutions to our customers and enhance internal
processes. During FY24, we fully integrated Azure ChatGPT into
Aria/ESME (which allows customers to report issues via an app),
delivering improved customer communications and raising case
accuracy to 97%. MS Copilot is delivering efficiency savings, and
we are implementing AutoGenAI to continue enhancing bid quality and
response times.
Our cyber security credentials are
industry leading. We consistently score above A90 on the Security
Scorecard (an independently assessed measure), we are a Cyber
Essentials Plus and ISO27001 certified company and we have a NIST
maturity rating of 4.1.
Environment, Social and Governance (ESG)
leadership
Mitie is recognised as a leader in
ESG among global industry peers. These initiatives form a key part
of how we do business, ensuring we grow sustainably and
responsibly. Our leading credentials also enable us to work with
our customers to realise their own sustainability and Net Zero
ambitions.
During FY24, we secured a place on
the CDP Climate Change A List, placing us among only 2% of 21,000
organisations that are assessed annually. We received a Platinum
rating from the Sustainable Facilities Management Index (SFMI) for
the third consecutive year and, shortly after the year end, we
received a 'Low' risk rating from Sustainalytics of 10.5
(previously 12.4) placing us on the threshold of their 'Negligible'
risk band.
We have ambitious targets to
achieve Net Zero for our operations by the end of 2025, and across
our supply chain by 2035, and received validation from the Science
Based Targets initiative (SBTi) in April 2023. Our largest carbon
emissions relate to our vehicles, and we transitioned a further
c.1,900 from diesel to electric vehicles (EVs) in FY24. Our fleet
of over 5,000 EVs is one of the largest in the UK and we won
Transport/Fleet Management Project of the Year (edie) for our
ambitious EV transition plan, among other
awards.
We continue to offer career
development opportunities and industry-leading benefits to our
colleagues in order to attract and retain the best talent. During
FY24, we supported over 1,200 colleagues through
apprenticeships and expanded our offer to
over 90 technical, professional and managerial courses across
a diverse range of areas from heat pump
engineers and data technicians to security officers, business
administrators and project managers.
We were named in the top 100
Apprenticeship Employers for the third consecutive year, in
addition to being recognised as a Top Employer UK and an Inclusive
Top 50 UK Employer for the sixth consecutive year.
Operating Review
Business Services
Business Services is the UK's
largest provider of technology-led Security and Cleaning & Hygiene services across c.2,000 contracts, with sector expertise in Retail,
Transport, Central Government and Financial & Professional
services. It also provides
Landscaping and Waste services, and Mitie's
Spanish business is reported within the division.
Business Services, £m
|
FY24
|
Restated1
FY23
|
Change
|
Revenue
|
1,490
|
1,4142
|
5%
|
Security
|
823
|
782
|
5%
|
Cleaning
|
407
|
390
|
4%
|
Spain
|
114
|
102
|
12%
|
Waste
|
77
|
74
|
4%
|
Landscapes
|
69
|
66
|
5%
|
Operating profit before other
items
|
97.0
|
92.32
|
5%
|
Operating profit margin before other items
|
6.5%
|
6.5%2
|
-
|
Total order book
|
£2.5bn
|
£1.8bn
|
39%
|
Number of employees
|
39,157
|
38,124
|
3%
|
1 Restated to reflect the change to divisional reporting from
H1 FY24 to include Spain, Waste and Landscapes
2 Includes £15m revenue and £7.0m operating profit from Covid
contracts. Excluding this, the underlying operating profit was
£85.3m and the operating profit
margin was 6.1%
Performance
highlights
·
|
Revenue increased by 5% to £1,490m
(FY23: £1,414m), reflecting contract re-pricing, acquisitions,
increased projects work, and net wins, partially offset by the
completion of higher margin short-term public sector
works
|
·
|
Operating profit before other
items increased by 5% to £97.0m (FY23: £92.3m), largely reflecting
margin enhancement initiatives and the contribution from
acquisitions
|
·
|
£2.2bn TCV of contract wins, scope
increases and extensions/renewals (FY23: £1.3bn) resulted in a 39%
increase in the total order book to £2.5bn (FY23:
£1.8bn)
|
·
|
Five acquisitions completed,
building on the division's leading position in the UK intelligence
and technology-led Fire & Security market, and expanding its
security offering in Spain
|
·
|
Awards include: six British
Security Awards 2023; three Fire & Security Matters Awards
2023; one UK Outstanding Security Performance Award 2024;
Pro-Landscaper Sustainable Company of the Year; and four Retail
Risk Fraud Awards 2023
|
Operational
performance
Business Services delivered a
resilient performance in FY24, with revenue benefiting from
contract re-pricing, the contribution from acquisitions, increased
project works, and net wins. This growth was partially offset
by the completion of higher margin, short-term public sector works,
such as the Afghan Relocations and
Assistance contract, and residual Covid
works.
The division secured £2.2bn TCV of
contract wins, scope increases and extensions/renewals primarily in
the Critical National Infrastructure (CNI), financial services, and
retail sectors. Wins and scope increases included for Aena in
Spain, further Amazon sites, expanded security provision for the
Home Office, expanded cleaning and security services across
Landsec's estate, Lloyds Banking Group (LBG) projects work, London
South Bank University, and Phoenix Group. The largest extensions
were LBG, Landsec and Network Rail, while other notable renewals
and extensions included HMRC, JLL and Sky.
Margin enhancement initiatives
continued at pace and offset the impact of the completion of the
higher margin, short-term public sector works. The initiatives
primarily focused on operational excellence and productivity
improvements, including enhancing the Workplace+ workforce
management app, in order to optimise workforce productivity, and to
improve workflows across core services.
Retail is the division's largest
sector, with c.£320m of annual revenue, over 8,500 Mitie
colleagues, and a blue-chip customer base of national retailers and
flagship shopping centres. Retailers are facing unprecedented
levels of crime, with the estimated cost to the sector having
almost doubled over the past year to £3.3bn per annum. As the
market leader in this sector, Mitie has created an intelligence and
technology-led security model, which includes bespoke Security
Operations Centres, the risk-based deployment of resources, and
end-to-end crime management solutions delivered through dedicated
crime analyst teams. Cutting edge technologies are being
integrated, including AI video analytics, biometrics, cloud-based
systems, and centralised management software in order to streamline
operations.
Two pivotal initiatives that
gathered momentum during the year and demonstrate the division's
transformative approach are: 1) Operation Alliance - the UK's first
direct data sharing agreement, allowing Mitie to aggregate evidence
from retailers against offenders, and disrupt organised gangs; and
2) Pegasus - Mitie took the lead in securing funding from retailers
and the Home Office to establish the first police unit dedicated to
combating retail crime.
Mitie's Fire & Security
business has further strengthened its position as a leading
integrated systems provider through organic growth, and through the
acquisitions of RHI Industrials (May 2023) and GBE Converge
(November 2023). These businesses have broadened the scope of the
division's fire protection, electronic security and remote
monitoring services to encompass perimeter security, civil
engineering, and IT networking & managed services capabilities.
They have also boosted the division's projects pipeline in CNI
growth markets, including numerous perimeter security projects for
National Grid and National Gas, and c.£30m of data centre fitout
projects.
Mitie also acquired Linx
International (April 2023), the Biservicus security business in
Spain (September 2023), and Cliniwaste (October 2023), a specialist
in treating single use plastic waste in clinical
environments.
Spain revenue
increased by 12%, with new contract wins more
than offsetting the completion of Covid work in the prior year. New
wins included Aena (airport operator), Dirección General de
Racionalizatión y Centralización de la Contratación (Ministry of
Finance) and Administrador de Infraestructuras Ferroviarias (state
owned railway company).
Waste revenue increased by
4%, primarily through organic contract growth. Waste
benefited from Group contract wins including DIO and Phoenix Group
and extensions including Covent Garden, JLL, Landsec and
LBG.
Landscapes revenue increased
by 5%. New wins included Amazon, Canal and River Trust,
Scottish Power and Yorkshire Water, whilst contract extensions were
secured with the DfT, LBG and Network Rail. Within Landscapes,
Biotecture (living walls specialist) secured notable projects with
Mace Group, McLaughlin & Harvey and Rybrook
Group.
Technical Services
Technical Services is the UK's
largest provider of Engineering and Maintenance services, serving
c.350 contracts. Through existing
capabilities and infill M&A, the division also delivers
transformational engineering projects in the high-growth categories
of Buildings Infrastructure, Decarbonisation and Telecoms
Infrastructure.
Technical Services, £m
|
FY24
|
FY23¹
|
Change
|
Revenue
|
1,326
|
1,154
|
15%
|
Maintenance
|
795
|
770
|
3%
|
Projects
|
531
|
384
|
38%
|
Operating profit before other
items
|
44.3
|
34.1
|
30%
|
Operating profit margin before other items
|
3.3%
|
3.0%
|
0.3ppt
|
Total order book
|
£1.5bn
|
£1.6bn
|
(6)%
|
Number of employees
|
9,552
|
9,841
|
(3)%
|
1 Projects revenue restated to include £230m of projects
delivered for customers as part of large FM contracts (previously
reported in Maintenance).
Performance
highlights
·
|
Revenue increased by 15% to
£1,326m (FY23: £1,154m), benefiting from continued growth in
projects work, acquisitions, contract re-pricing, and prior year
contract wins
|
·
|
Operating profit before other
items increased by 30% to £44.3m (FY23: £34.1m), reflecting
contract growth, margin enhancement initiatives, and acquisitions,
partly offset by unrecoverable cost inflation
|
·
|
£1.2bn TCV of contract wins, scope
increases, extensions/renewals (FY23: £1.0bn) resulted in a 6%
reduction in the total order book to £1.5bn (FY23: £1.6bn), due to
contract losses
|
·
|
JCA Engineering and G2 Energy
acquired, expanding the division's engineering projects
capabilities
|
·
|
Awards include: Best Low Carbon
Solution - Telca 2023; Net Zero Strategy - Energy Management
Awards; People Management & Talent
Retention - IWFM Awards 2023; Project of
the Year - CN
Specialist Awards (Custom Solar); UK Partner in Safety / National
Award for Safest Contractor - INEOS
|
Operational
performance
Technical Services delivered a
strong revenue performance as a result of the continued growth in
project works, growth in the recent acquisitions, contract
re-pricing and prior year contract wins (e.g. Dublin Airport
Authority, National Grid and NATS).
Notable contract wins and scope
increases in FY24 included Amazon, BAE Systems, LBG projects work,
Phoenix Group and the Scottish Government. Extensions were secured
with LBG, Mitie's largest private sector customer, with the
division continuing to benefit from project work related to its
branch refurbishment programme. Contracts were also renewed with
GSK, Network Rail and Sky.
Margin enhancement initiatives
were delivered across the Target Operating Model and Operational
Excellence programmes, as well as through divisional overhead cost
savings. During FY24, a new helpdesk Optimiser tool was launched to
further improve the efficient deployment of engineers. The division
is also investing in Gen AI Mozaic to build customisable dashboards
and provide data-led insights using Artificial
Intelligence.
The Technical Services operating
margin increased by 0.3ppt to 3.3% in FY24 (FY23: 3.0%). It remains
below that of the Group as a whole due to factors including: 1) the
division absorbing the management cost of IFM contracts; 2) a
higher depreciation charge relating to investments in technology;
3) a higher exposure to non-recoverable cost inflation; and 4) the
investment required in recent infill acquisitions, and
underperformance in the Telecoms business, where the terms of
certain frameworks are being renegotiated.
Approximately half of Mitie's
£1.1bn Projects revenue is delivered through Technical Services.
During FY24, Technical Services enhanced its projects capabilities,
including in design, mechanical and engineering works, and in
high-tech building infrastructure (such as data centres), through
the acquisitions of JCA Engineering and G2 Energy (assets purchased
in July through a voluntary liquidation process). There have been
notable early successes, with JCA winning a significant project for
Kao at its Harlow data centre campus, and G2 winning a contract for
Mytilineos Energy & Metals to deliver high voltage electrical
infrastructure.
The division has benefited from
continued growth in a wider range of projects delivered to
customers including the BBC, the Scottish Government, LBG and
Deloitte. One of the largest projects completed in FY24 was the
full refurbishment and fitout of a 100-year-old manufacturing
facility for Rolls Royce to support mission-critical turbine engine
assembly.
Central Government and Defence (CG&D)
The CG&D division is one of
the UK's largest providers of services to the MoD and other UK
Government departments, providing hard and soft services and
transformational projects. CG&D
delivers services across 24 contracts and 27 government departments
and agencies, at over 3,000 locations in the UK and
overseas.
CG&D, £m
|
FY24
|
FY231
|
Change
|
Revenue including share of JVs and
associates
|
938
|
828
|
13%
|
Central Government
|
524
|
439
|
19%
|
Defence
|
414
|
389
|
6%
|
Operating profit before other
items
|
80.4
|
59.8
|
34%
|
Operating profit margin before other items
|
8.6%
|
7.2%
|
1.4ppt
|
Total order book
|
£3.2bn
|
£2.4bn
|
33%
|
Number of employees
|
6,879
|
5,576
|
23%
|
1 No change following the change to divisional reporting
effective from H1 FY24
Performance highlights
·
|
Revenue grew by 13% to £938m
(FY23: £828m), benefiting from increased project works, the
consolidation of Landmarc, and contract re-pricing, partly offset
by net contract losses
|
·
|
Operating profit before other
items grew by 34% to £80.4m (FY23:
£59.8m), largely reflecting the delivery of margin enhancement initiatives and increased levels of higher
margin projects and variable work
|
·
|
£1.7bn TCV of contract wins, scope
increases, extensions/renewals and the Landmarc consolidation
(FY23: £1.7bn) resulted in a 33% increase in the total order book
to £3.2bn (FY23: £2.4bn)
|
·
|
Awards include: Gold (Ascension,
DWP, Gibraltar and Hestia) - RoSPA; 12th consecutive
President's Gold (Cyprus) - RoSPA; 17th consecutive Gold
(Project Armada) - RoSPA Order of Distinction
|
Operational performance
CG&D performed well in FY24,
with revenue growth driven by sustained demand for higher margin
transformational projects across contracts such as the Department
for Work and Pensions (DWP) and the Ministry of Defence (MoD),
through Landmarc (consolidated as a subsidiary from November 2023),
and Future Defence Infrastructure Services (FDIS), as well as from
pricing. These increases more than offset the loss of revenue from
two contracts that ended during the year (one lost due to pricing
and one which was strategically not re-bid due to its fragmented
operations across European sites). A further notable contract was
lost (also on pricing) and terminated at the end of
FY24.
During the year,
the division secured £1.2bn TCV of contract wins,
scope increases, extensions/renewals and £0.5bn TCV from the
consolidation of Landmarc. Notable wins included the
Defence Infrastructure Organisation
overseas estate in Germany and wider Europe, hard
services and projects work for the DfT, and soft services for the
Government Property Agency's Central region. Notable contract
extensions included the Foreign Commonwealth & Development
Office, the DWP, and the Home Office and Ministry of
Justice.
Projects work continued to grow,
with the most significant being a c.£100m programme to support the
DWP Critical Security Infrastructure
project to upgrade all security related assets at c.600 sites
across their estate. Approximately two thirds of the programme was
delivered in FY24, with the balance expected to be completed during
FY25. Critical projects work to support the MoD's defence estate
included the delivery of housing refurbishments for Service
families, refurbishment of runways and taxiways at the Mount
Pleasant Complex airfield in the Falkland Islands, and construction
of a new bulk fuel installation facility at RAF Akrotiri,
Cyprus.
CG&D continued to roll out and
benefit from the new technologies initially introduced in FY23,
such as Aria and Mozaic, and completed the implementation of
Mitie's Azure Secure Cloud infrastructure. The division saw ongoing improvements in the utilisation
levels of mobile engineers and has introduced the Coupa digital
supplier platform across a number of contracts to streamline the
purchasing process. The 'Mitie First' strategy to insource services
resulted in an additional £16m of cross-selling revenue synergies
in FY24.
Communities
The Communities division delivers
sustainable outcomes as a trusted partner to the public sector
across Local Government & Education, Healthcare and Care &
Custody. The division operates over 100 PFI and traditional
commercial contracts.
Communities, £m
|
FY24
|
Restated1
FY23
|
Change
|
Revenue including share of JVs and
associates
|
757
|
659
|
15%
|
Local Government & Education
|
265
|
240
|
10%
|
Healthcare
|
275
|
250
|
10%
|
Care & Custody
|
217
|
169
|
28%
|
Operating profit before other
items
|
39.1
|
31.4
|
25%
|
Operating profit margin before other items
|
5.2%
|
4.8%
|
0.4ppt
|
Total order book
|
£4.2bn
|
£3.9bn
|
8%
|
Number of employees
|
12,384
|
10,634
|
16%
|
1 Restated to reflect the change to divisional reporting from
H1 FY24 to include Care & Custody. Local Government &
Education was previously reported as Education and Campus &
Critical.
Performance
highlights
·
|
Revenue increased by 15% to £757m
(FY23: £659m), primarily benefiting from higher volumes in Care
& Custody, projects and variable works and contract re-pricing
which more than offset net contract losses
|
·
|
Operating profit before other
items increased by 25% to £39.1m (FY23: £31.4m) reflecting reduced
losses on one particularly challenging PFI
contract, margin enhancement initiatives
and contract growth
|
·
|
£1.1bn TCV of contract wins, scope
increases and extensions/renewals (FY23: £0.3bn) resulted in an 8%
increase in the total order book to £4.2bn (FY23:
£3.9bn)
|
·
|
Awards include Estates &
Facilities Team of the Year and Highly Commended for Healthcare
Supplier of the Year - Institute of Healthcare Engineering &
Estates Management (IHEEM)
|
Operational
performance
Communities delivered strong
revenue and profit growth in FY24, driven by an increase in the
provision of services for the Immigration Escorting Services
contract, projects and variable works (including increased
lifecycle projects in healthcare and education settings and work to
remove reinforced autoclaved aerated concrete from public
buildings), contract re-pricing and operational
efficiencies.
The division continues to make
progress in driving transformation and implementing margin
enhancement initiatives. This helped to deliver an improved
performance on one particularly challenging PFI contract, reducing
losses to £3.9m in FY24 (FY23: £8.4m). We continue to expect this
contract to achieve profitability in FY26, after further
productivity improvements and re-sets to pricing.
In FY24, £1.1bn TCV of contract
wins, scope increases and extensions/renewals were secured. This
included new contracts with London South Bank University to deliver
IFM services across multiple sites, as well as an increase in the
provision of services for the Immigration Escorting Services
contract. The increase in the order book also reflects indexation
on long-term contracts and an increase in projects volumes being
delivered as the performance of certain PFI contracts continues to
improve. Notable contract extensions were awarded for the Heathrow
Immigration Removal Centre and for King George Hospital.
Shortly after the year end, the
division was awarded a 10-year £329m TCV contract to operate HMP
Millsike, the UK's first all-electric prison. When opened in 2025,
the Category C prison will hold 1,500 people who will spend their
sentences learning the skills needed to find work on
release.
Communities has continued to
develop its technology capabilities. FY24 saw successful trials of
Mitie's Merlin for Cleaning application in a healthcare setting and
a new partnership with Vodafone using IoT to track the location of
non-static assets, such as wheelchairs, in hospital settings.
Further technology roll outs are planned in FY25.
Corporate overheads
Corporate overheads represent the
costs of running the Group and include costs for central functions
such as commercial and business development, finance, marketing,
legal and HR, as well as the Board governance obligations of a
publicly listed company. Corporate overhead costs have reduced by
9% to £50.6m (FY23: £55.5m), reflecting overhead savings across
functions and shared services.
Finance review
Alternative Performance Measures
In addition to presenting
statutory measures, the Group presents its results before other
items. Management believes this is useful for users of the
financial statements, providing both a balanced view of the
financial statements, and relevant information on the Group's
financial performance. Accordingly, the Group separately
reports the cost of restructuring programmes, acquisition and
disposal related costs (including the amortisation of acquisition
related intangible assets), gains or losses on business disposals,
and other exceptional items as 'other items'.
Financial performance
The reported Income Statement is
set out below:
£m unless otherwise specified
|
FY24
|
FY23
|
Revenue including share of joint
ventures and associates
|
4,510.7
|
4,055.1
|
Group revenue
|
4,445.2
|
3,945.0
|
Operating profit before other
items
|
210.2
|
162.1
|
Other items
|
(44.5)
|
(45.1)
|
Operating profit
|
165.7
|
117.0
|
Net finance costs
|
(9.4)
|
(11.5)
|
Profit before tax
|
156.3
|
105.5
|
Tax
|
(25.4)
|
(14.4)
|
Profit after tax
|
130.9
|
91.1
|
Profit attributable to
non-controlling interest
|
(4.6)
|
-
|
Profit attributable to owners of
the parent
|
126.3
|
91.1
|
Basic earnings per share before
other items
|
12.3p
|
9.5p
|
Basic earnings per
share
|
9.8p
|
6.8p
|
Revenue
Revenue for FY24 of £4,511m,
including share of revenue from joint ventures and associates, has
improved by 11.2% compared to last year (FY23: £4,055m). Of
this growth, 7.1% was organic, driven by net new wins, organic
growth on existing contracts, and organic projects growth
(totalling £194m), as well as pricing of £177m, offset by the
completion of short-term public sector contracts (£81m).
Strategic acquisitions contributed £166m of growth in the
year.
Revenue growth from net wins
included NATS, John Lewis, and Phoenix Group, and growth on
existing contracts included higher revenue in Business Services in
response to the heightened levels of retail crime.
Organic projects growth was £189m
in the year, and was driven by Technical
Services, from a range of works across large key accounts, and by
CG&D from various large Central Government contracts, as well
as FDIS.
Organic growth also includes
headwinds from the completion of short-term, high margin public
sector contracts in FY24, including the Covid contracts and the
wind down of the Afghan Relocations and Assistance contract, which
reduced revenue by £81m year on year, as well as contract
losses.
The impact of the repricing of
revenue for inflation in FY24 was £177m (+4%) (FY23: £163m), and
inorganic growth was £166m (+4%), primarily related to projects,
through the acquisitions of JCA Engineering, RHI Industrials and
GBE Converge, but also from the Landmarc step acquisition, which is
explained below.
Total projects revenue for the
year, including acquisitions, was £1.1bn (FY23: £0.8bn).
Operating profit
Operating profit before other
items was £210.2m (FY23: £162.1m), an increase of £48.1m (+29.7%)
in the year. The improvement was driven by margin enhancement
initiative savings of £40.3m, net wins, projects and other trading
(£19.9m), and strategic acquisitions (£9.7m), including the step
acquisition of Landmarc which is explained below. The
completion of high margin short-term public sector contracts
provided a headwind of £15.6m, and inflation had a negative impact
on operating profit of £6.2m.
Of the incremental £40.3m of
profit from margin enhancement initiatives, the TOM programme
contributed £27.9m through initiatives such as the outsourcing of
finance activities, optimisation of the Group's organisational
structure, and helpdesk consolidation. The final Interserve
cost synergies contributed £4.6m, taking the total synergies to
£56m, and there were savings from the Digital Supplier Platform and
Operational Excellence programmes of £7.8m.
The net wins, projects and other
trading increase of £19.9m was primarily driven by organic projects
growth. All divisions made a positive contribution, but
projects profit was particularly strong in Technical Services and
CG&D. Margin on this organic projects growth was higher
than the Group average, despite underperformance in the Telecoms
business, where the pricing of certain frameworks is being
renegotiated.
Of the £9.7m of profit growth from
strategic acquisitions, £5.1m came from the step acquisition of
Landmarc, and £4.6m from the other acquisitions. The most
significant contributions were from JCA Engineering and RHI
Industrials, partially offset by £2.9m of year one losses from G2
Energy, which is rebuilding its order book after being acquired
through a liquidation process.
Through the contractual
protections that we have in place, and our strong customer
relationships, we were able to recover 97% of cost inflation from
customers in the period. The element that we were not able to
recover resulted in a reduction in operating profit of
£6.2m.
Operating profit after other items
was £165.7m (FY23: £117.0m), a year on year improvement of
41.6%. This included net charges from other items of £44.5m
(FY23: £45.1m), which are explained below.
Landmarc step acquisition
Landmarc has historically been
reported as a joint venture within the Group results.
However, on 16 November 2023, amendments to the shareholder
agreement were approved which gave Mitie control of Landmarc.
As a result, Landmarc has been consolidated into the Group as a
subsidiary from that date.
A change of this nature is known
as a 'step acquisition', which requires the Group's interest in the
joint venture to be fair valued at the date on which it becomes a
subsidiary. The credit related to this fair value uplift for
Landmarc must be recognised in the income statement, and has been
reported as a £17.9m gain within other items, given that it is
acquisition-related and is material. Further details are set
out in Note 18 to the condensed consolidated financial
statements.
The Group has reported a year on
year increase in revenue (including share of JVs and associates) of
£34.1m from Landmarc, comprising £42.6m from the step acquisition
offset by a net £8.5m organic reduction related to a change in
revenue mix. Operating profit before other items from
Landmarc increased by £10.2m, comprising £5.1m from the step
acquisition and £5.1m from organic growth. The increase in
operating profit reflects a change in revenue mix in FY24 towards
higher margin services.
The consolidation of Landmarc also
gives rise to the recognition of a minority interest deduction,
which represents the non-controlling interest's (49%) share of
Landmarc's profit after tax. In FY24 the deduction is
£4.6m. As a result of this minority interest deduction,
whilst the step acquisition of Landmarc does benefit operating
profit (and profit after tax) for the Group, it has no impact on
earnings per share before other items.
Other
items
£m
|
FY24
|
FY23
|
Target Operating Model
(TOM)
|
(20.4)
|
(7.9)
|
Digital supplier platform
(DSP)
|
(3.7)
|
(3.4)
|
Margin enhancement initiatives
|
(24.1)
|
(11.3)
|
|
|
|
Employment-linked earnout
charges
|
(9.5)
|
(0.2)
|
Other acquisition related
costs
|
(4.0)
|
(3.5)
|
Acquisition related costs before
non-cash items
|
(13.5)
|
(3.7)
|
Landmarc step acquisition
gain
|
17.9
|
-
|
Amortisation of acquisition
related intangible assets
|
(24.8)
|
(21.4)
|
Acquisition related costs
|
(20.4)
|
(25.1)
|
|
|
|
Workflow optimisation
(Project Forté)
|
-
|
(8.7)
|
|
|
|
Total other items
|
(44.5)
|
(45.1)
|
The Group incurred £44.5m of other
items in FY24 (FY23: £45.1m). This included a net £6.9m
(FY23: £21.4m) of non-cash items, comprising £24.8m (FY23: £21.4m)
of amortisation of acquisition related intangible assets, partially
offset by the £17.9m (FY23: £nil) fair value gain from the Landmarc
step acquisition, which is explained above.
The remaining other items of
£37.6m (FY23: £23.7m) are cash in nature. These cash other
items comprise the costs of delivering the Group's margin
enhancement initiatives of £24.1m (FY23: £11.3m) and acquisition
related costs of £13.5m (FY23: £3.7m).
The increase in the margin
enhancement initiative costs primarily relates to the TOM
programme, reflecting the ramp up of activities and significant
increase in savings to £28m in FY24 (FY23: £6m).
The largest element of the
acquisition related costs is employment-linked earnout charges
(£9.5m), of which JCA Engineering is the most significant.
These earnout payments will be made if post acquisition performance
targets are hit, and employment conditions are satisfied.
Although the vast majority of the earnout charges were not paid in
FY24 (they will be settled in future periods, at the end of the
relevant performance periods), they have been classified as 'cash'
other items because they will ultimately be settled in
cash.
Within the £4.0m of other
acquisition related costs is a net £1.1m charge within the
Communities division, related to movements on balance sheet
provisions recognised on the acquisition of Interserve. The
net charge includes an additional £9.0m provision on a PFI
contract, where Mitie is liable for rectifying latent defects in
the construction by a third party. This has been largely
offset by progress on other contracts, resulting in provisions of
£7.9m being released. The additional charge and releases have
been classified as other items as they relate to liabilities that
were inherited with the Interserve acquisition and are material,
one-off adjustments.
Net finance costs
Net finance costs improved
(decreased) by 18% to £9.4m in FY24 (FY23: £11.5m).
Finance costs benefited from the
improved interest rates negotiated for the US Private Placement
(USPP) notes, which became effective from December 2022 (£0.9m
benefit), together with the termination of the Group's customer
invoice discounting facility (£0.5m benefit). The £9.4m
includes a £1.4m increase in the interest charge on lease
liabilities, reflecting the transition of the fleet to more
expensive electric vehicles (EVs), the related increase in the
average duration of the leases, and the expansion of the fleet
through acquisitions. Finance income improved, mainly due to
increased interest rates on deposited funds (£1.5m
benefit).
Tax
The tax charge for the year was
£25.4m (FY23: £14.4m), at an effective tax rate (ETR) of 16.3%
(FY23: 13.6%). The £25.4m is the net of the tax charge on
profit before other items, and the tax credit on other
items.
The tax charge on profit before
other items was £37.9m (FY23: £22.6m), at an ETR of 18.9% (FY23:
15.0%). This is lower than the standard corporation tax rate
of 25%, primarily due to the benefit of a tax credit of £8.8m
(FY23: £5.3m) related to the recognition of deferred tax assets for
losses acquired with the Interserve business. Excluding the
impact of this benefit, the ETR before other items would have been
23.3% (FY23: 18.5%).
Offsetting the £37.9m charge was a
tax credit for other items of £12.5m (FY23: £8.2m) at an ETR of
28.1% (FY23: 18.2%), which is higher than the standard tax rate
primarily due to the fair value gain from the Landmarc step
acquisition not being taxable.
Mitie is a significant contributor
of revenues to the UK Exchequer, paying £962.8m of taxes in the
year (FY23: £850.1m). Of this total, £173.8m (FY23: £158.5m)
relates to taxes borne by Mitie (principally UK corporation tax and
employer National Insurance contributions) and £789.0m (FY23:
£691.6m) relates to taxes collected by Mitie on behalf of the UK
Exchequer (principally VAT, income tax under PAYE and employee
National Insurance contributions).
The Group paid corporation tax of
£16.9m (FY23: £19.8m) in the year, of which £12.7m (FY23: £14.0m)
was paid in the UK, and £4.2m (FY23: £5.8m) overseas.
Joint ventures and associates
Operating profit includes Mitie's
share of the profit after tax for its joint ventures and associates
of £6.4m (FY23: £8.3m). These profits primarily relate to
Landmarc. The year on year reduction reflects the step
acquisition of Landmarc from a joint venture to a subsidiary in
November 2023, from which point its profits were no longer
classified as being from joint ventures and associates. The
Landmarc step acquisition is explained above.
Earnings per share
Basic earnings per share before
other items increased by 29% to 12.3p (FY23: 9.5p). This
improvement is due to the increase in operating profit in the year
(+3.6p), the reduction in net finance charges (+0.1p), and the
reduction in the weighted average number of shares as a result of
the ongoing share buyback programme (+0.6p). These
improvements were partially offset by the increased tax charge
(-1.1p), which was driven by the increase in the UK corporation tax
rate to 25%, and the new non-controlling interest deduction arising
from the step acquisition of Landmarc (-0.4p). As noted
above, the step acquisition of Landmarc increases operating profit
for the year, but after related deductions for tax and minority
interest, it has no overall impact on earnings per share before
other items.
Basic earnings per share increased
by 44% to 9.8p (FY23: 6.8p). This included an improvement
related to the lower other items after tax (+0.2p). Whilst
the level of other items within operating profit is largely
unchanged year on year, the ETR on other items is higher in FY24
due to the fair value gain from the Landmarc step acquisition not
being taxable.
Return on invested capital (ROIC)
£m unless otherwise specified
|
FY24
|
FY23
|
Operating profit before other
items
|
210.2
|
162.1
|
Tax1
|
(39.7)
|
(24.3)
|
Operating profit before other
items after tax
|
170.5
|
137.8
|
Invested capital
|
645.0
|
543.1
|
ROIC %
|
26.4%
|
25.4%
|
1 Tax charge has been
calculated on operating profits before other items using the ETR
for the year of 18.9% (FY23: 15.0%)
ROIC (before other items) has
improved by 1.0ppt to 26.4% in FY24 (FY23: 25.4%) as a result of
the increase in operating profit, partially offset by increases in
the ETR and invested capital. The increase in invested
capital has been driven by the acquisitions completed in
FY24.
Balance sheet
£m
|
FY24
|
FY23
|
Goodwill and intangible
assets
|
645.1
|
564.9
|
Property, plant and
equipment
|
204.7
|
156.9
|
Interests in joint ventures and
associates
|
0.9
|
8.8
|
Working capital
balances
|
(200.1)
|
(179.2)
|
Provisions
|
(113.2)
|
(111.4)
|
Net debt
|
(80.8)
|
(44.1)
|
Net retirement benefit
liabilities
|
(0.8)
|
(0.2)
|
Deferred tax
|
7.9
|
20.4
|
Other net assets
|
10.0
|
5.6
|
Total net assets
|
473.7
|
421.7
|
As at 31 March 2024 the Group's
reported net assets stood at £473.7m, an increase of £52.0m since
31 March 2023. Net debt increased to £80.8m (FY23: £44.1m), mainly
as a result of the planned capital allocation actions and the
increase in lease liabilities, both of which are discussed further
below (in the 'Cash flow and net debt' section).
Goodwill and intangible assets
have increased by £80.2m as a result of acquisitions undertaken in
the year, including the step acquisition of Landmarc (explained
above). These acquisitions resulted in additional goodwill of
£49.4m and acquired intangible assets of £55.5m, with the increase
partially offset by the amortisation of intangible assets during
the year.
Property, plant and equipment
increased by £47.8m, due to the continued transition of our leased
fleet to more expensive EVs, the related increase in the average
duration of the leases, and the expansion of the fleet through
acquisitions. During FY24, 1,900 EVs were added, taking the
proportion of EVs to 66% of the total fleet.
The net deferred tax asset balance
has decreased by £12.5m during the year, primarily as a result of
deferred tax liabilities of £13.7m being recognised on newly
acquired intangible assets.
Provisions
Provisions at 31 March 2024 of
£113.2m (FY23: £111.4m) largely comprise contract specific costs of
£49.2m (FY23: £49.3m), the insurance reserve of £27.2m (FY23:
£26.2m), and pension provisions of £21.7m (FY23: £21.7m), which
mainly relate to Section 75 pension liabilities. See Note 13
to the condensed consolidated financial statements for further
details on provisions.
Provisions have increased by £1.8m
during the year, including the net £1.1m increase in balance sheet
provisions from the Interserve acquisition explained above (in the
'Other items' section).
Retirement benefit schemes
The Group's net retirement benefit
liabilities on an IAS 19 basis are broadly unchanged at £0.8m
(FY23: £0.2m). The net liabilities include a surplus of £3.0m
relating to the Landmarc scheme, which is now reported within
retirement benefit assets (rather than within the Group's share of
interests in joint ventures and associates), as a result of the
consolidation of Landmarc from November 2023. In the summary
balance sheet above, the surplus is offset by deficits related to
the main Group scheme (£1.4m) and other smaller schemes
(£2.4m).
During the year a formal funding
valuation of the main Group scheme as at 31 March 2023 was
completed. This indicated a funding shortfall of £19.4m on an
actuarial basis, an improvement of £72.7m since the last valuation
as at 31 March 2020. The Group made deficit repair
contributions of £10.6m in the year and has agreed to continue to
make deficit repair contributions over the next four years to
eliminate the funding shortfall by 2027.
Cash flow and net debt
£m
|
FY24
|
FY23
|
Operating profit before other
items
|
210.2
|
162.1
|
Add back: depreciation,
amortisation & impairment
|
57.9
|
52.4
|
EBITDA before other
items
|
268.1
|
214.5
|
Other items
|
(37.6)
|
(23.7)
|
Other operating
movements
|
3.9
|
(4.0)
|
Operating cash flows before movements in working
capital
|
234.4
|
186.8
|
Working capital
movements1
|
(4.3)
|
(38.8)
|
Capex, capital element of lease
payments & other
|
(54.3)
|
(59.6)
|
Interest payments
|
(9.7)
|
(11.9)
|
Tax payments
|
(16.9)
|
(19.8)
|
Dividends from joint
ventures
|
8.4
|
9.0
|
Free cash inflow
|
157.6
|
65.7
|
Share
buybacks2
|
(50.4)
|
(50.7)
|
Purchase of own shares into
trusts
|
(19.6)
|
(37.7)
|
Acquisitions
|
(34.7)
|
(20.2)
|
Dividends paid
|
(44.0)
|
(28.9)
|
Lease liabilities &
other
|
(45.6)
|
1.0
|
Increase in net debt during the year
|
(36.7)
|
(70.8)
|
Closing net (debt)
|
(80.8)
|
(44.1)
|
Average daily net
(debt)
|
(160.7)
|
(84.3)
|
Leverage3 (average
daily net debt/EBITDA before other items)
|
0.6x
|
0.4x
|
1 Adjusted to
exclude movements
in restricted
cash and other adjustments which do not form part of net debt (as
explained in the Alternative Performance Measures
Appendix to the condensed consolidated financial
statements)
2 FY24 share buybacks are
presented net of the proceeds received from the exercise of SAYE
schemes
3 Leverage uses post-IFRS 16
net debt
Operating cash flows before
movements in working capital increased by £47.6m to £234.4m (FY23:
£186.8m), due to the strong operating profit generation before
other items in FY24. As explained
above, cash other items exclude non-cash amortisation of
acquisition related intangible assets and the non-cash fair value
gain related to the Landmarc step acquisition.
The Group generated a free cash
inflow of £157.6m for FY24, which was underpinned by the strong
trading performance, reductions in capex, as well as working
capital process improvements.
In FY24 there was a cash outflow
from working capital of £4.3m (FY23: £38.8m), reflecting
investments required to support the growth of the projects
businesses, partially offset by one-off working capital process
improvements of c.£25m. These improvements have been
made possible by the consolidation of activities
into the shared service centre and implementation of the Coupa
digital supplier platform, as well as rationalisation of our
supplier base and alignment of our VAT groups. The working
capital outflow in FY23 primarily related to the decision to
terminate the invoice discounting facility.
Capex, the capital element of
lease payments & other decreased by £5.3m compared to FY23,
with a £5.4m reduction in capex the key driver. Both interest and tax payments were lower in FY24,
with the £2.2m decrease in net interest payments resulting from the
improved rates achieved through the refinancing of the Revolving
Credit Facility (RCF) and USPP facility, as well as higher interest
rates on deposits, and closure of the customer invoice discounting
facility in FY23. Tax payments were lower by £2.9m, due to
the utilisation of losses.
The planned £50m share buyback
programme was successfully completed in FY24 and Mitie bought back
further shares using the £8m of receipts from the exercise of SAYE
schemes. This resulted
in the purchase of 58.6m
shares, of which 26.1m shares were cancelled, for a
net spend of £50m.
The remaining 32.5m shares acquired were retained in order to
satisfy the 2020 SAYE scheme that vested in December 2023. A
further 19.7m shares have been purchased from the market (19.1m
into the Employee Benefit Trust (EBT) and 0.6m into the SIP Trust),
which will be used to settle other share incentive
schemes.
A new £50m share buyback programme
was announced on 15 April 2024, from which c.10m of the shares
purchased will be held in treasury to satisfy the 2021 SAYE scheme,
which vests in January 2025. The remainder will be
cancelled.
Acquisitions (including GBE
Converge, RHI Industrials, JCA Engineering and the step acquisition
of Landmarc) have increased net debt by £34.7m. This includes
gross acquisition costs paid of £87.6m, and employment-linked
earnout payments of £0.7m, partially offset by net cash of £22.0m
acquired with the projects businesses, and £31.6m from the step
acquisition of Landmarc.
Dividend payments of £44.0m in
FY24 comprised the final FY23 dividend (£28.6m), the interim FY24
dividend (£12.9m) and dividends paid to non-controlling interests
(£2.5m). The recommended final FY24 dividend of 3.0p will
result in a 38% increase in the total dividend per share to 4.0p
for FY24 (FY23: 2.9p), representing a payout ratio of
33%.
Lease liabilities & other
includes an increase in lease liabilities in FY24 (net of capital
repayments) of £44.6m (FY23: £6.9m), as we transition our fleet to
EVs. By the end of FY24, 66% of the total fleet was electric,
compared with 46% at the end of FY23.
Net debt
Average daily net debt of
£160.7m for FY24
was £76.4m higher
than in FY23 (£84.3m), resulting in an
average leverage ratio (average daily net debt / EBITDA before
other items) of 0.6x for FY24, compared with 0.4x for
FY23.
Closing net debt of (£80.8m) as at
31 March
2024 was £36.7m higher (FY23: £44.1m). Total financial
obligations (TFO), including net retirement benefit liabilities of
£0.8m (FY23: £0.2m), were £81.6m (FY23: £44.3m), and
increased in line with the movement in net
debt.
These increases during FY24 were
mainly due to the planned capital allocation activities of £148.7m,
and net increase in lease liabilities of £44.6m, exceeding the free
cash inflow of £157.6m. These capital allocation activities
relate to acquisitions completed in the period (£66.3m, net of
£22.0m cash acquired), share buybacks (£50.4m, net of £8.0m
proceeds received from the exercise of SAYE schemes), share
purchases for employee incentive schemes (£19.6m) and dividends
paid (£44.0m), partially offset by Landmarc cash acquired on
consolidation (£31.6m).
Liquidity and covenants
As at 31 March 2024, the Group had
£400.0m of committed funding arrangements, comprising a £250.0m
RCF, and £150.0m of USPP notes. In September 2023 the
RCF was increased by £100m, from £150m to £250m, and its maturity was extended to
October 2027, with a further one year extension option at the
mutual agreement of all parties. In FY23 (December 2022),
£121.5m of USPP notes matured and were replaced by £120.0m of new
notes, issued on more favourable terms, with maturities in December
2030 through to 2034. The remaining £30.0m of USPP notes are
due to mature in December 2024.
On 28 July 2023, DBRS Morningstar
confirmed Mitie's credit rating of BBB with a 'stable'
outlook.
Mitie's two key covenant ratios
are leverage (ratio of consolidated total net borrowings to
adjusted consolidated EBITDA) and interest cover (ratio of
consolidated EBITDA to consolidated net finance costs), with a
maximum of 3.0x and minimum of 4.0x respectively.
Covenant ratios are measured on a post-IFRS
16 basis with appropriate adjustments for leases, being primarily
the exclusion of lease liabilities from net debt and the inclusion
of a charge equivalent to lease payments against EBITDA.
As at 31 March 2024, the Group was
operating well within these ratios at < 0x covenant leverage and
72.6x interest cover. A reconciliation of the calculations is
set out in the table below:
£m
|
|
FY24
|
FY23
|
Operating profit before other items
|
|
210.2
|
162.1
|
Add: depreciation, amortisation
& impairment
|
|
57.9
|
52.4
|
Headline EBITDA
|
|
268.1
|
214.5
|
Add: covenant
adjustments1
|
|
21.9
|
18.2
|
Leases
adjustment2
|
|
(43.3)
|
(38.6)
|
Consolidated EBITDA
|
(a)
|
246.7
|
194.1
|
Full-year effect of acquisitions
& disposals
|
|
11.1
|
0.5
|
Full-year effect of Landmarc step
acquisition
|
|
5.7
|
-
|
Adjusted consolidated EBITDA
|
(b)
|
263.5
|
194.6
|
Net finance costs
|
|
9.4
|
11.5
|
Less: covenant
adjustments
|
|
(0.4)
|
(0.4)
|
Leases
adjustment3
|
|
(5.6)
|
(4.2)
|
Consolidated net finance costs
|
(c)
|
3.4
|
6.9
|
Interest cover (ratio of (a) to (c))
|
72.6x
|
28.1x
|
Net debt
|
|
80.8
|
44.1
|
Impact of hedge accounting &
upfront fees
|
|
2.5
|
1.8
|
Leases
adjustment4
|
|
(174.0)
|
(129.4)
|
Consolidated total net cash
|
(d)
|
(90.7)
|
(83.5)
|
Covenant leverage (ratio of (d) to (b))
|
< 0x
|
< 0x
|
1 Covenant adjustments to
EBITDA relate to share-based payments charges, and pension
administration expenses and past service costs
2 Leases adjustment for
EBITDA relates to depreciation charge for leased assets and
interest charge for lease liabilities (i.e. application of a charge
equivalent to lease payments)
3 Leases adjustment for net
finance costs relates to interest charge for lease liabilities
(i.e. removal of interest on lease liabilities)
4 Leases adjustment for net
cash relates to lease liabilities (i.e. removal of lease
liabilities)
Condensed consolidated income statement
For the year ended 31 March
2024
|
Notes
|
2024
|
2023
|
Before Other items
£m
|
Other items1
£m
|
Total
£m
|
Before Other items
£m
|
Other items1
£m
|
Total
£m
|
|
|
|
|
|
|
|
|
Revenue including share of joint
ventures and associates
|
3
|
4,510.7
|
-
|
4,510.7
|
4,055.1
|
-
|
4,055.1
|
Less: share of revenue of joint
ventures and associates2
|
10
|
(65.5)
|
-
|
(65.5)
|
(110.1)
|
-
|
(110.1)
|
Group revenue
|
3
|
4,445.2
|
-
|
4,445.2
|
3,945.0
|
-
|
3,945.0
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
(3,945.3)
|
-
|
(3,945.3)
|
(3,508.5)
|
-
|
(3,508.5)
|
Gross profit
|
|
499.9
|
-
|
499.9
|
436.5
|
-
|
436.5
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
(297.8)
|
(62.4)
|
(360.2)
|
(282.7)
|
(48.8)
|
(331.5)
|
Other income
|
|
1.7
|
17.9
|
19.6
|
-
|
3.7
|
3.7
|
Share of profit of joint ventures
and associates2
|
10
|
6.4
|
-
|
6.4
|
8.3
|
-
|
8.3
|
Operating
profit/(loss)3
|
3
|
210.2
|
(44.5)
|
165.7
|
162.1
|
(45.1)
|
117.0
|
|
|
|
|
|
|
|
|
Finance income
|
|
4.2
|
-
|
4.2
|
2.2
|
-
|
2.2
|
Finance costs
|
|
(13.6)
|
-
|
(13.6)
|
(13.7)
|
-
|
(13.7)
|
Net finance costs
|
|
(9.4)
|
-
|
(9.4)
|
(11.5)
|
-
|
(11.5)
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
200.8
|
(44.5)
|
156.3
|
150.6
|
(45.1)
|
105.5
|
|
|
|
|
|
|
|
|
Tax
|
5
|
(37.9)
|
12.5
|
(25.4)
|
(22.6)
|
8.2
|
(14.4)
|
Profit/(loss) after tax
|
|
162.9
|
(32.0)
|
130.9
|
128.0
|
(36.9)
|
91.1
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
parent
|
|
157.8
|
(31.5)
|
126.3
|
128.0
|
(36.9)
|
91.1
|
Non-controlling
interests
|
|
5.1
|
(0.5)
|
4.6
|
-
|
-
|
-
|
Profit/(loss) for the
year
|
|
162.9
|
(32.0)
|
130.9
|
128.0
|
(36.9)
|
91.1
|
|
|
|
|
|
|
|
|
Earnings per share (EPS)
attributable to owners of the parent
|
|
|
|
|
|
|
|
Basic
|
7
|
12.3p
|
|
9.8p
|
9.5p
|
|
6.8p
|
Diluted
|
7
|
11.3p
|
|
9.1p
|
8.6p
|
|
6.2p
|
Notes:
1. Other items are as described in
Note 4.
2. The Group obtained control of
Landmarc Support Services Limited (Landmarc) on 16 November 2023,
and since that date Landmarc's financial results have been
consolidated as a subsidiary of Mitie (see Note 18). Prior to 16
November 2023, Landmarc was accounted for as a joint venture of
Mitie (see Note 10).
3. Including net impairment losses
on trade receivables, accrued income and other receivables of £2.6m
(2023: £5.3m).
Condensed consolidated statement of
comprehensive income
For the year ended 31 March
2024
|
Notes
|
2024
£m
|
2023
£m
|
Profit for the year
|
|
130.9
|
91.1
|
|
|
|
|
Items that will not be reclassified
to profit or loss in subsequent years
|
|
|
|
Remeasurement of net defined
benefit pension liabilities
|
19
|
(14.2)
|
(0.9)
|
Share of other comprehensive
expense of joint ventures
|
10
|
(0.1)
|
(2.4)
|
Tax credit relating to items that
will not be reclassified to profit or loss in subsequent
years
|
5
|
3.6
|
2.6
|
|
|
(10.7)
|
(0.7)
|
Items that may be reclassified to
profit or loss in subsequent years
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
(0.8)
|
1.5
|
Net losses on cash flow hedges
taken to equity
|
|
-
|
(0.3)
|
Tax credit relating to items that
may be reclassified to profit or loss in subsequent
years
|
5
|
0.1
|
-
|
|
|
(0.7)
|
1.2
|
|
|
|
|
Other comprehensive
(expense)/income for the year
|
|
(11.4)
|
0.5
|
|
|
|
|
Total comprehensive income for the
year
|
|
119.5
|
91.6
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
parent
|
|
114.8
|
91.6
|
Non-controlling
interests
|
|
4.7
|
-
|
Total comprehensive income for the
year
|
|
119.5
|
91.6
|
Condensed consolidated statement of
financial position
As at 31 March 2024
|
Notes
|
2024
£m
|
2023
£m
|
Non-current assets
|
|
|
|
Goodwill
|
8
|
361.7
|
312.3
|
Other intangible assets
|
9
|
283.4
|
252.6
|
Property, plant and
equipment
|
|
204.7
|
156.9
|
Interests in joint ventures and
associates
|
10
|
0.9
|
8.8
|
Trade and other
receivables
|
11
|
21.0
|
23.5
|
Contract assets
|
|
0.5
|
0.8
|
Retirement benefit
assets
|
19
|
4.2
|
2.4
|
Deferred tax assets
|
14
|
7.9
|
20.4
|
Total non-current assets
|
|
884.3
|
777.7
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
|
14.7
|
13.5
|
Trade and other
receivables
|
11
|
775.1
|
786.8
|
Contract assets
|
|
1.0
|
1.1
|
Current tax receivable
|
|
7.8
|
-
|
Cash and cash
equivalents
|
15
|
244.9
|
248.3
|
Total current assets
|
|
1,043.5
|
1,049.7
|
|
|
|
|
Total assets
|
|
1,927.8
|
1,827.4
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
12
|
(892.4)
|
(899.5)
|
Deferred income
|
|
(91.8)
|
(83.3)
|
Current tax payable
|
|
(2.0)
|
(0.8)
|
Financing liabilities
|
16
|
(73.8)
|
(32.0)
|
Provisions
|
13
|
(66.5)
|
(54.2)
|
Total current
liabilities
|
|
(1,126.5)
|
(1,069.8)
|
|
|
|
|
Net current liabilities
|
|
(83.0)
|
(20.1)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other payables
|
12
|
(12.7)
|
(2.3)
|
Deferred income
|
|
(15.5)
|
(19.8)
|
Financing liabilities
|
16
|
(247.7)
|
(254.0)
|
Provisions
|
13
|
(46.7)
|
(57.2)
|
Retirement benefit
liabilities
|
19
|
(5.0)
|
(2.6)
|
Total non-current
liabilities
|
|
(327.6)
|
(335.9)
|
|
|
|
|
Total liabilities
|
|
(1,454.1)
|
(1,405.7)
|
|
|
|
|
Net assets
|
|
473.7
|
421.7
|
|
|
2024
£m
|
2023
£m
|
Equity
|
|
|
|
Share capital
|
|
33.3
|
34.0
|
Share premium
|
|
132.0
|
131.5
|
Merger reserve
|
|
157.0
|
157.0
|
Own shares reserve
|
|
(69.8)
|
(59.0)
|
Share-based payments
reserve
|
|
42.1
|
33.7
|
Capital redemption
reserve
|
|
3.3
|
2.6
|
Hedging and translation
reserve
|
|
(2.1)
|
(1.4)
|
Retained profits
|
|
157.4
|
123.3
|
Equity attributable to owners of
the parent
|
|
453.2
|
421.7
|
Non-controlling
interests
|
|
20.5
|
-
|
Total equity
|
|
473.7
|
421.7
|
Condensed consolidated statement of
changes in equity
For the year ended 31 March
2024
|
Share capital
£m
|
Share premium
£m
|
Merger reserve1
£m
|
Own shares reserve
£m
|
Share-based payments
reserve
£m
|
Capital redemption
reserve
£m
|
Hedging and translation reserve
£m
|
Retained profits/
(losses)
£m
|
Total attributable to owners of
parent
£m
|
Non-controlling
interests
£m
|
Total
equity
£m
|
At 1 April 2022
|
35.7
|
130.6
|
358.6
|
(36.9)
|
27.5
|
0.9
|
(2.6)
|
(89.1)
|
424.7
|
-
|
424.7
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
91.1
|
91.1
|
-
|
91.1
|
Other comprehensive
income/(expense)
|
-
|
-
|
-
|
-
|
-
|
-
|
1.2
|
(0.7)
|
0.5
|
-
|
0.5
|
Total comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
1.2
|
90.4
|
91.6
|
-
|
91.6
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(28.9)
|
(28.9)
|
-
|
(28.9)
|
Purchase of own
shares2
|
-
|
-
|
-
|
(37.7)
|
-
|
-
|
-
|
-
|
(37.7)
|
-
|
(37.7)
|
Realisation of merger
reserve
|
-
|
-
|
(201.6)
|
-
|
-
|
-
|
-
|
201.6
|
-
|
-
|
-
|
Share
buybacks3
|
(1.7)
|
-
|
-
|
-
|
-
|
1.7
|
-
|
(50.7)
|
(50.7)
|
-
|
(50.7)
|
Share-based payments
|
-
|
0.9
|
-
|
15.6
|
6.2
|
-
|
-
|
(6.0)
|
16.7
|
-
|
16.7
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6.0
|
6.0
|
-
|
6.0
|
Total transactions with
owners
|
(1.7)
|
0.9
|
(201.6)
|
(22.1)
|
6.2
|
1.7
|
-
|
122.0
|
(94.6)
|
-
|
(94.6)
|
At 31 March 2023
|
34.0
|
131.5
|
157.0
|
(59.0)
|
33.7
|
2.6
|
(1.4)
|
123.3
|
421.7
|
-
|
421.7
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 April 2023
|
34.0
|
131.5
|
157.0
|
(59.0)
|
33.7
|
2.6
|
(1.4)
|
123.3
|
421.7
|
-
|
421.7
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
126.3
|
126.3
|
4.6
|
130.9
|
Other comprehensive
(expense)/income
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.7)
|
(10.8)
|
(11.5)
|
0.1
|
(11.4)
|
Total comprehensive
(expense)/income
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.7)
|
115.5
|
114.8
|
4.7
|
119.5
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(41.5)
|
(41.5)
|
-
|
(41.5)
|
Purchase of own
shares2
|
-
|
-
|
-
|
(19.6)
|
-
|
-
|
-
|
-
|
(19.6)
|
-
|
(19.6)
|
Share
buybacks3
|
(0.7)
|
-
|
-
|
(31.8)
|
-
|
0.7
|
-
|
(26.6)
|
(58.4)
|
-
|
(58.4)
|
Share-based
payments4
|
-
|
0.5
|
-
|
40.6
|
8.4
|
-
|
-
|
(24.0)
|
25.5
|
-
|
25.5
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10.7
|
10.7
|
-
|
10.7
|
Non-controlling interest arising on
acquisition5
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
18.3
|
18.3
|
Non-controlling interest
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2.5)
|
(2.5)
|
Total transactions with owners
|
(0.7)
|
0.5
|
-
|
(10.8)
|
8.4
|
0.7
|
-
|
(81.4)
|
(83.3)
|
15.8
|
(67.5)
|
At 31 March 2024
|
33.3
|
132.0
|
157.0
|
(69.8)
|
42.1
|
3.3
|
(2.1)
|
157.4
|
453.2
|
20.5
|
473.7
|
Notes:
1. The merger reserve
represents amounts relating to premiums arising on shares issued
subject to the provisions of Section 612 of the Companies Act
2006.
2. The Employee Benefit
Trust acquired 19.1m (2023: 50.1m) ordinary shares through market
purchases for a consideration together with associated fees and
stamp duty of £18.9m (2023: £37.3m) and the Share Incentive Plan
Trust acquired 0.6m (2023: 0.6m) shares for a consideration of
£0.7m (2023: £0.4m).
3. The share buybacks
resulted in the purchase of 58.6m ordinary shares (2023: 68.8m), of
which 26.1m (2023: 68.8m) have subsequently been cancelled and
32.5m (2023: nil) were bought into Treasury.
4. Includes £0.5m and £7.5m
of cash receipts in respect of new shares and treasury shares
respectively, which were issued on exercise of Save As You Earn
share options.
5. The Group obtained control
of Landmarc on 16 November 2023, resulting in recognition of
non-controlling interest of £18.3m at that date. See Note
18.
Condensed consolidated statement of
cash flows
For the year ended 31 March
2024
|
Notes
|
2024
£m
|
2023
£m
|
Operating profit before Other
items
|
3
|
210.2
|
162.1
|
Other items
|
4
|
(44.5)
|
(45.1)
|
Operating profit
|
|
165.7
|
117.0
|
Adjustments for:
|
|
|
|
Share-based payments
expense
|
|
20.3
|
17.3
|
Defined benefit pension
expense
|
19
|
3.1
|
3.4
|
Defined benefit pension
contributions
|
19
|
(13.2)
|
(16.5)
|
Fair value gain on acquisition of
Landmarc
|
4
|
(17.9)
|
-
|
Depreciation of property, plant and
equipment
|
|
48.2
|
43.1
|
Amortisation of other intangible
assets
|
9
|
33.0
|
29.2
|
Share of profit of joint ventures
and associates
|
10
|
(6.4)
|
(8.3)
|
Amortisation of contract
assets
|
|
1.4
|
1.3
|
Impairment of non-current
assets
|
9
|
0.1
|
0.2
|
Loss on disposal of property, plant
and equipment
|
|
0.1
|
0.1
|
Operating cash flows before
movements in working capital
|
|
234.4
|
186.8
|
|
|
|
|
Increase in inventories
|
|
(0.6)
|
(0.9)
|
Decrease/(increase) in
receivables
|
|
70.6
|
(89.8)
|
Increase in contract
assets
|
|
(0.9)
|
-
|
Decrease in deferred
income
|
|
-
|
(15.5)
|
(Decrease)/increase in
payables
|
|
(73.5)
|
44.9
|
Decrease in provisions
|
|
(2.1)
|
(8.6)
|
Cash generated from
operations
|
|
227.9
|
116.9
|
|
|
|
|
Income taxes paid
|
|
(16.9)
|
(19.8)
|
Interest paid
|
|
(13.3)
|
(14.1)
|
Net cash generated from operating
activities
|
|
197.7
|
83.0
|
|
|
|
|
Investing activities
|
|
|
|
Acquisition of businesses, net of
cash acquired1
|
18
|
(34.0)
|
(16.6)
|
Interserve completion accounts
settlement
|
|
-
|
6.0
|
Interest received
|
|
3.6
|
2.2
|
Purchase of property, plant and
equipment
|
|
(11.5)
|
(10.9)
|
Dividends received from joint
ventures and associates
|
10
|
8.4
|
9.0
|
Purchase of other intangible
assets
|
9
|
(8.4)
|
(14.3)
|
Disposal of property, plant and
equipment
|
|
0.2
|
0.1
|
Net cash used in investing
activities
|
|
(41.7)
|
(24.5)
|
Note:
1. Acquisition of businesses
is net of cash acquired of £53.6m (2023: £2.0m). See Note
18.
|
Notes
|
2024
£m
|
2023
£m
|
Financing activities
|
|
|
|
Purchase of own shares
|
|
(19.6)
|
(37.7)
|
Shares bought back
|
|
(58.4)
|
(50.7)
|
Capital element of lease
rentals
|
|
(41.0)
|
(34.5)
|
Lease incentives
received
|
|
5.7
|
-
|
Proceeds from new private placement
notes
|
17
|
-
|
120.0
|
Repayment of private placement
notes
|
17
|
-
|
(150.8)
|
Settlement of derivative financial
instruments
|
|
-
|
29.2
|
Repayment of bank loans
|
|
(8.4)
|
(4.1)
|
Payment of arrangement
fees
|
|
(1.2)
|
(0.5)
|
Proceeds received on settlement of
share-based payment transactions
|
|
8.0
|
1.6
|
Equity dividends paid
|
6
|
(41.5)
|
(28.9)
|
Dividends paid to non-controlling
interest
|
|
(2.5)
|
-
|
Net cash used in financing
activities
|
|
(158.9)
|
(156.4)
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
|
(2.9)
|
(97.9)
|
Net cash and cash equivalents at
beginning of the year
|
|
248.3
|
345.2
|
Effect of foreign exchange rate
changes
|
|
(0.5)
|
1.0
|
Net cash and cash equivalents at
end of the year
|
15
|
244.9
|
248.3
|
Notes to the condensed consolidated
financial statements
For the year ended 31 March
2024
1. Basis of preparation and material
accounting policies
(a) Basis of preparation
The financial information in this
announcement has been extracted from the Group's Annual Report and
Accounts for the year ended 31 March 2024 and is prepared in
accordance with UK-adopted International Accounting
Standards.
Whilst the financial information
included in this preliminary announcement has been computed in
accordance with International Financial Reporting Standards (IFRS),
this announcement does not itself contain sufficient information to
comply with IFRS and the financial information set out does not
constitute Mitie Group plc's (the Company) statutory accounts for
the current or prior years.
Statutory accounts for the years
ended 31 March 2024 and 31 March 2023 have been reported on by the
independent auditor.
The independent auditor's reports
for the years ended 31 March 2024 and 31 March 2023 were
unqualified and did not draw attention to any matters by way of
emphasis. The independent auditor's reports for the years ended 31
March 2024 and 31 March 2023 did not contain a statement under
Section 498(2) or 498(3) of the Companies Act 2006. Statutory
accounts for the year ended 31 March 2023 have been filed with the
Registrar and the statutory accounts for the year ended 31 March
2024 will be delivered following the Company's annual general
meeting.
The condensed consolidated financial
statements have been prepared on the historical cost basis, except
for certain financial instruments which are required to be measured
at fair value.
Going concern
The condensed consolidated financial
statements for the year ended 31 March 2024 have been prepared on a
going concern basis. In adopting the going concern basis, the
Directors have considered the Group's business activities and the
principal risks and uncertainties.
The Directors have carried out an
assessment of the Group's ability to continue as a going concern
for the period of at least 12 months from the date of approval of
the condensed consolidated financial statements (the Going Concern
Assessment Period). This assessment was based on the latest
medium-term cash forecasts from the Group's cash flow model (the
Base Case Forecasts), which is based on the Board approved budget.
These Base Case Forecasts indicate that the debt facilities
currently in place are adequate to support the Group over the Going
Concern Assessment Period.
The Group's principal debt financing
arrangements as at 31 March 2024 were a £250m revolving credit
facility maturing in October 2027, which was undrawn as at 31 March
2024, and £150m of US private placement (USPP) notes. These
financing arrangements are subject to certain financial covenants
which are tested every six months on a rolling 12-month
basis.
In September 2023, the revolving
credit facility was increased from £150m to £250m and its maturity
date was extended to October 2027, on the same terms, with a
further one year extension option at the mutual agreement of all
parties.
Of the USPP notes, £120.0m were
issued in December 2022, split equally between 8, 10 and 12 year
maturities, and with an average coupon of 2.94%. The Base Case
Forecasts assume that the remaining £30.0m of USPP notes, which are
due to mature in December 2024, will be replaced at higher interest
rates (c.6%).
Mitie currently operates within the
terms of its agreements with its lenders, with consolidated net
cash (i.e. net cash adjusted for covenant purposes, primarily by
the exclusion of lease liabilities) of £90.7m at 31 March 2024. The
Base Case Forecasts indicate that the Group will continue to
operate within these terms and that the headroom provided by the
Group's debt facilities currently in place is adequate to support
the Group over the Going Concern Assessment Period.
The Directors have also completed a
reverse stress test using the Group cash flow model to assess the
point at which the financial covenants, or facility headroom, would
be breached. The sensitivities considered have been chosen after
considering the Group's principal risks and
uncertainties.
The primary financial risks related
to adverse changes in the economic environment and/or a
deterioration in commercial or operational conditions are listed
below. These risks have been considered in the context of any
further UK budgetary changes, global political uncertainties as
well as an inflationary and potential recessionary economic
environment:
•
|
A downturn in revenues: this
reflects the risks of not being able to deliver services to
existing customers, or contracts being terminated or not
renewed;
|
•
|
A deterioration of gross margin:
this reflects the risks of contracts being renegotiated at lower
margins, or planned cost savings not being delivered;
|
•
|
An increase in costs: this reflects
the risks of a shortfall in planned overhead cost savings,
including the margin enhancement initiatives not being delivered,
or other cost increases, such as sustained higher cost inflation;
and
|
•
|
A downturn in cash generation: this
reflects the risks of customers delaying payments due to liquidity
constraints, the removal of ancillary debt facilities or any
substantial one-off settlements related to commercial
issues.
|
As a result of completing this
assessment, the Directors concluded that the likelihood of the
reverse stress scenarios arising was remote. In reaching the
conclusion of remote, the Directors considered the
following:
•
|
All stress test scenarios would
require a very severe deterioration compared to the Base Case
Forecasts. Revenue is considered to be the key risk, as this is
less within the control of management. Revenue would need to
decline by approximately 39% in the 12 months to 30 September 2026
compared to the Base Case Forecasts, which is considered to be very
severe given the high proportion of Mitie's revenue that is fixed
in nature and the fact that even in a Covid-hit year, Mitie's
revenue excluding Interserve declined by only 1.6% in the year
ended 31 March 2021; and
|
•
|
In the event that results started to
trend significantly below those included in the Base Case
Forecasts, additional mitigation actions within the Group's control
have been identified that would be implemented, which are not
factored into the stress test scenarios. These include the
short-term scaling down of capital expenditure, overhead
efficiency/reduction measures including cancellation of
discretionary bonuses and reduced discretionary spend, asset
disposals and reductions in cash distributions and
share
buybacks.
|
Based on these assessments, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for a period of no
less than 12 months from the date of approval of these condensed
consolidated financial statements. In addition, the Directors have
concluded that the likelihood of the reverse stress scenarios
arising is remote and therefore no material uncertainty
exists.
Accounting standards that are newly effective
in the current year
The following new standards and
amendments became effective during the year ended 31 March 2024,
none of which have had a material impact on the Group:
IFRS 17 Insurance
Contracts
In May 2017, the International
Accounting Standards Board (IASB) issued IFRS 17 Insurance Contracts and in June 2020
issued amendments to IFRS 17. IFRS 17
introduces requirements on accounting for insurance contracts
which, whilst primarily expected to impact the insurance sector,
apply more widely than to contracts issued by
traditional insurance entities. The Group has performed an
assessment and concluded that none of the Group's contracts are
required to be accounted for as insurance contracts under IFRS 17.
Amendments to IAS 1 Presentation
of Financial Statements and IFRS Practice Statement 2 Making
Materiality Judgements - Disclosure of Accounting
Policies
In February 2021, the International
Accounting Standards Board (IASB) issued amendments to IAS 1 and
IFRS Practice Statement 2. The amendments to IAS 1 require the
disclosure of material accounting policy information rather than
significant accounting policies. The amendments to IFRS Practice
Statement 2 provide guidance on how to apply the concept of
materiality to accounting policy disclosures.
The Group has revised the accounting
policy disclosures to align to the amended requirements.
Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors - Definition
of Accounting Estimates
In February 2021, the IASB issued
amendments to IAS 8 to clarify how to distinguish changes in
accounting policies from changes in accounting estimates. This
amendment has had no impact on the condensed consolidated financial
statements because there have been no changes to accounting
policies in the year.
Amendments to IAS 12 Income Taxes
- Deferred Tax related to Assets and Liabilities arising from a
Single Transaction
In May 2021, the IASB issued
amendments to IAS 12 to require deferred tax to be recognised on
transactions that, on initial recognition, give rise to equal
amounts of taxable and deductible temporary differences. This has
had no material impact on the condensed consolidated financial
statements because the Group's existing approach does not result in
a materially different outcome to applying the new
amendments.
Amendments to IAS 12 Income Taxes
- International Tax Reform - Pillar Two Model Rules
On 23 May 2023, the IASB issued
International Tax Reform - Pillar Two Model Rules - Amendments to
IAS 12. The Group has applied the mandatory temporary exception to
the accounting for deferred tax arising from the jurisdictional
implementation of the Pillar Two model rules set out
therein.
Accounting standards that are not yet
mandatory and have not been applied by the Group
At the date of authorisation of
these condensed consolidated financial statements, the Group has
not applied the following revised IFRS Accounting Standards that
have been issued but are not yet effective, none of which are
expected to have a material effect on the Group other than
presentational changes required under IFRS 18 Presentation and Disclosure in Financial
Statements, the impact of which is still being
assessed:
•
|
Amendments to IFRS 16 Leases - Lease Liability in a
Sale-and-Leaseback
|
•
|
Amendments to IAS 1 Presentation of Financial Statements - Classification of
Liabilities as Current or Non-current
|
•
|
Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments -
Supplier Finance Arrangements
|
•
|
Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates - Lack of Exchangeability
|
•
|
IFRS 18 - Presentation and Disclosure in Financial
Statements
|
2. Critical accounting judgements and key
sources of estimation uncertainty
The preparation of condensed
consolidated financial statements under IFRS requires management to
make judgements, estimates and assumptions that affect amounts
recognised for assets and liabilities at the reporting date and the
amounts of revenue and expenses incurred during the reporting
period. Actual results may differ from these judgements, estimates
and assumptions.
Critical judgements in applying the Group's
accounting policies
The following are the critical
judgements, made by management in the process of applying the
Group's accounting policies, that have the most significant effect
on the amounts recognised in the Group's condensed consolidated
financial statements.
Revenue recognition
The Group's revenue recognition
policies are central to how the Group measures the work it has
performed in each financial year.
Some of the Group's contracts,
including PFI contracts, contain variable consideration where
management assesses the extent to which revenue is recognised. For
certain contracts, key judgements were made on whether it is
considered highly probable that a significant reversal of revenue
will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
Profit before Other items
Other items are items of financial
performance which management believes should be separately
identified on the face of the condensed consolidated income
statement to assist in understanding the underlying financial
performance achieved by the Group. Determining whether an item
should be classified within Other items requires judgement as to
whether an item is or is not part of the underlying performance of
the Group.
Other items after tax of £32.0m were
charged (2023: £36.9m) to the condensed consolidated income
statement for the year ended 31 March 2024. Included within the net
charge were fixed-term staff costs in respect of the implementation
of the digital supplier platform of £2.8m which, in management's
judgement, is a material programme delivering a step change in the
Group's supply chain management capabilities and therefore meets
the Group's definition to be categorised as Other items. A complete
analysis of the amounts included in Other items is detailed in Note
4.
IFRS 16 - Determining the lease term of
contracts with renewal and termination options
The Group determines the lease term
as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably
certain to be exercised, or any period covered by an option to
terminate the lease if it is reasonably certain not to be
exercised.
The Group has several lease
contracts that include extension and termination options.
Management applies judgement in evaluating whether it is reasonably
certain the option to renew or terminate the lease will be
exercised or not. That is, it considers all relevant factors that
create an economic incentive for the Group to exercise either the
renewal or termination option. After the commencement date, the
Group reassesses the lease term if there is a significant event or
change in circumstances that is within its control and affects its
ability to exercise or not to exercise the option to renew or to
terminate the lease.
Landmarc joint venture
The Group holds 51% of the equity
shares in Landmarc Support Services Limited (Landmarc). The
remaining 49% of the equity shares in Landmarc are held by a single
third-party. As at 31 March 2023, management considered Landmarc to
be a joint venture despite the Group having a majority
shareholding. This is because, under the terms of the shareholders'
agreement prevalent at that date, joint agreement was required with
the other party to pass resolutions for all significant activities.
Accordingly, the Group did not control Landmarc and did not
recognise it as a subsidiary as at 31 March 2023.
On 16 November 2023, the
shareholders' agreement was amended. Management's judgement is that
the revisions made to the shareholders' agreement resulted in the
Group obtaining control of Landmarc, and therefore Landmarc has
been consolidated as a subsidiary of the Group from that date.
Further details are included in Note 18.
Key sources of estimation
uncertainty
The key assumptions concerning the
future, and other key sources of estimation uncertainty, that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are discussed below:
Contract specific cost provisions
The Company and various of its
subsidiaries are, from time to time, party to legal proceedings and
claims. Judgements are required in order to assess whether these
legal proceedings and claims are probable, and the liability can be
reasonably estimated, resulting in a provision or, alternatively,
whether the items meet the definition of contingent
liabilities.
Provisions are liabilities of
uncertain timing or amount and, therefore, in making a reliable
estimate of the quantum and timing of liabilities, judgement is
applied and re-evaluated at each reporting date. Those subject to
significant estimation uncertainty relate to contract specific
costs, for which the Group recognised provisions at 31 March 2024
of £49.2m (2023: £49.3m). Further details are included in Note
13.
Onerous contract provisions
Onerous contract provisions
totalling £8.8m have been recognised at 31 March 2024 (2023:
£10.5m). These primarily arose on the acquisition of
Interserve.
Onerous contract assessments are
performed by the Group at an individual contract level at each
reporting date. Determining the carrying value of onerous contract
provisions requires assumptions and complex judgements to be made
about the future performance of the Group's contracts. The level of
uncertainty in the estimates made, either in determining whether a
provision is required, or in the measurement of a provision booked,
is linked to the complexity of the underlying contracts.
The major sources of judgement when
measuring the level of provision to book are:
•
|
the level of accuracy in forecasting
future variable revenue and costs to complete the
contract;
|
•
|
the ability of the Group to maintain
or improve operational performance to ensure cost assumptions are
in line with expected levels, including contract specific key
performance indicators (KPIs);
|
•
|
identifying cost saving
initiatives that are considered to be probable in terms of timing
and scale; and
|
•
|
expectations around the resolution
of contract specific disputes and the likelihood of incurring
future costs associated with remediation or reactive
work.
|
The range of possible future
outcomes in respect of judgements and assumptions made to determine
the carrying value of the Group's onerous contract provisions could
result in a material increase or decrease in the value of the
provisions, and hence, on the Group's profitability in the next
financial year. To mitigate this, management regularly compares
actual contract performance against previous forecasts used to
measure the onerous contract provisions and considers if revised
judgements are required.
The Directors have assessed the
range of possible outcomes on contracts requiring an onerous
contract provision, based on facts and circumstances that were
present and known at the statement of financial position date.
Sensitivities around the major sources of estimation uncertainty,
as identified above, indicate a possible range of future outcomes
on these contracts in the next financial year, ranging from a
reduction in the provision of up to £2m to a further increase of up
to £3m being recognised.
An onerous contract provision has
not been recognised on a certain contract which made a loss of
£3.9m in the year ended 31 March 2024 (2023: £8.4m) and has 17
years remaining on the contract. This contract was acquired as part
of the acquisition of Interserve, and a detailed turnaround plan is
in the process of being implemented. Based on the plan, including
applying downside scenarios, management expects that the contract
will return to profitability in the year ending 31 March 2026 and
will record a cumulative profit for the remaining term of the
contract.
Other contract specific
provisions
In addition to the onerous contract
provisions, the Group has recognised £40.4m of contract specific
provisions at 31 March 2024 (2023: £38.8m). These have been
recognised primarily to cover remedial and rectification costs
required to meet clients' contract terms.
Within this total, £10.9m (2023:
£14.7m) relates to a certain contract where a significant liability
has been estimated in relation to a commercial dispute. Management
sought external assistance at the time of the acquisition of
Interserve to value the potential risk exposure to the Group and
has periodically updated this assessment including a revised cost
estimation by a third-party specialist for the current period. The
actual exposure to the Group may differ from the amount provided at
31 March 2024 due to the compounding effect of multiple variables
associated with the particular issues involved in the dispute. The
value of the provision represents management's best estimate.
Management considers that to the extent that it is agreed or
determined that the Group has a liability, the assessed range of
possible future outcomes could potentially lead to a reduction in
the provision of up to £6m or a further increase of up to £9m being
recognised, and other possible outcomes could increase the
liability further. Management will continue to assess the value of
the provision recorded in arriving at its best estimate of any
potential resolution at each subsequent reporting date.
Provisions in relation to certain
contracts are also subject to negotiation with the
customers.
Measurement of defined benefit pension
obligations
The net pension liability at 31
March 2024 was £0.8m (2023: £0.2m), which includes retirement
benefit assets of £4.2m (2023: £2.4m).
The measurement of defined benefit
obligations requires judgement. It is dependent on material key
assumptions, including discount rates, inflation and life
expectancy rates. See Note 19 for further details and a sensitivity
analysis for the key assumptions.
Other sources of estimation
uncertainty
While not considered to be a key
source of estimation uncertainty, the following is an area of focus
for management.
Business combinations - purchase price
allocation
When the Group completes a business
combination, the fair values of the identifiable assets and
liabilities acquired are recognised through a purchase price
allocation process, the determination of which requires management
judgement.
During the year ended 31 March 2024,
the Group completed the acquisitions of Linx International Group
Limited (Linx International), RHI Industrials Limited (RHI
Industrials), JCA Head Co Limited (JCA Engineering), Biservicus
Sistemas De Seguridad S.A. (Biservicus), Cliniwaste Holdings
Limited (Cliniwaste), GBE Converge Group Ltd (GBE) and Landmarc.
The most significant fair value adjustments arising on the
acquisitions related to attributing value to the acquired
intangible assets recognised in the form of customer contracts and
relationships.
In determining the fair value of
customer contracts and relationships, the Group used forecast
customer cash flows from the contracts and expected renewal rates
and applied an appropriate discount rate. In determining the cash
flows, management used judgement to estimate revenue growth, profit
margins, contract renewal probability and the average contract
duration remaining, as well as the discount rate. A specialist
third-party valuation expert was used to assist in determining the
discount rates for acquisitions. Further details are included in
Note 18.
3. Business segment information
The Group manages its business on a
service division basis. For the year ended 31 March 2024, the Group
had four reportable segments (2023: eight reportable segments).
This follows the reorganisation of the Group's Specialist Services
division, as a result of which the Landscapes, Spain, and Waste
divisions were moved into the Business Services division and the
Care & Custody division was moved into the Communities
division. The change in operating segments reflects how the Chief
Operating Decision Maker evaluates the divisions and their
performance, and decides on resource allocation. The comparatives
for the year ended 31 March 2023 have been restated for the change
in the composition of reportable segments.
Revenue including share of joint
ventures and associates, operating profit before Other items and
operating profit margin before Other items are the primary measures
of performance that are reported to and reviewed by the Board.
Segment assets and liabilities have not been disclosed as they are
not reviewed by the Board.
Consolidated income statement
information
|
2024
|
2023
(restated)1
|
Revenue2
£m
|
Operating profit/(loss) before
Other items3
£m
|
Operating margin before Other
items3
%
|
Revenue2
£m
|
Operating profit/(loss) before
Other items3
£m
|
Operating margin before Other
items3
%
|
Business Services
|
1,489.7
|
97.0
|
6.5
|
1,413.8
|
92.3
|
6.5
|
Technical Services
|
1,326.5
|
44.3
|
3.3
|
1,154.1
|
34.1
|
3.0
|
Central Government & Defence
(CG&D)
|
937.7
|
80.4
|
8.6
|
828.3
|
59.8
|
7.2
|
Communities
|
756.8
|
39.1
|
5.2
|
658.9
|
31.4
|
4.8
|
Corporate Centre
|
-
|
(50.6)
|
-
|
-
|
(55.5)
|
-
|
Total Group
|
4,510.7
|
210.2
|
4.7
|
4,055.1
|
162.1
|
4.0
|
Notes:
1. The comparatives for the
year ended 31 March 2023 have been restated for the change in
composition of reportable segments.
2. Revenue includes share of
joint ventures and associates' revenue, of which £55.5m (2023:
£100.1m) is included within CG&D and £10.0m (2023: £10.0m)
within Communities.
3. Other items are as
described in Note 4.
No single customer accounted for
more than 10% of external revenue in the year ended 31 March 2024
or in the comparative year. The UK Government is not considered a
single customer.
A reconciliation of segment
operating profit before Other items to total profit before tax is
provided below:
|
|
|
|
|
2024
£m
|
2023
£m
|
Operating profit before Other
items
|
|
|
210.2
|
162.1
|
Other items1
|
|
|
(44.5)
|
(45.1)
|
Net finance costs
|
|
|
(9.4)
|
(11.5)
|
Profit before tax
|
|
|
156.3
|
105.5
|
Note:
1. Other items are as
described in Note 4.
Geographical segments
Revenue, operating profit and
operating margin from external customers by geographical segment
are shown below:
|
2024
|
2023
|
Revenue1
£m
|
Operating
profit before
Other items2
£m
|
Operating margin before Other
items2
%
|
Revenue1
£m
|
Operating
profit before Other items2
£m
|
Operating margin before Other
items2
%
|
United Kingdom
|
4,336.9
|
200.1
|
4.6
|
3,895.2
|
153.9
|
4.0
|
Other countries
|
173.8
|
10.1
|
5.8
|
159.9
|
8.2
|
5.1
|
Total
|
4,510.7
|
210.2
|
4.7
|
4,055.1
|
162.1
|
4.0
|
Notes:
1. Revenue includes share of
joint ventures and associates, of which £65.2m (2023: £110.1m) is
included within the United Kingdom and £0.3m (2023: £nil) in other
countries.
2. Other items are as
described in Note 4.
The carrying amount of non-current
assets, excluding retirement benefits, interest in joint ventures
and associates and deferred tax assets, by geographical segment is
shown below:
|
2024
£m
|
2023
£m
|
United Kingdom
|
846.3
|
732.5
|
Other countries
|
25.0
|
16.0
|
Total
|
871.3
|
748.5
|
Supplementary information
|
2024
|
2023
(restated)1
|
Depreciation of property, plant and
equipment
£m
|
Amortisation of other intangible
assets
£m
|
Amortisation of contract assets
£m
|
Other items2
£m
|
Depreciation of property, plant and
equipment
£m
|
Amortisation of other intangible
assets
£m
|
Amortisation of contract assets
£m
|
Other items2
£m
|
Business Services
|
4.9
|
0.1
|
0.2
|
3.3
|
3.9
|
-
|
-
|
1.5
|
Technical Services
|
1.5
|
0.2
|
0.4
|
10.2
|
1.3
|
0.6
|
0.3
|
10.8
|
CG&D
|
0.8
|
-
|
-
|
(17.9)
|
0.4
|
-
|
-
|
(0.8)
|
Communities
|
1.2
|
-
|
0.8
|
1.3
|
1.3
|
-
|
1.0
|
0.4
|
Corporate Centre
|
39.8
|
32.7
|
-
|
47.6
|
36.2
|
28.6
|
-
|
33.2
|
Total
|
48.2
|
33.0
|
1.4
|
44.5
|
43.1
|
29.2
|
1.3
|
45.1
|
Notes:
1. The comparatives for the year
ended 31 March 2023 have been restated for the change in
composition of reportable segments.
2. Other items are as described in
Note 4.
Disaggregated revenue
The Group disaggregates revenue from
contracts with customers by sector (government and non-government).
Management believes this best depicts how the nature and amount of
revenue and cash flows are affected by economic factors. The
following table includes a reconciliation of disaggregated revenue
with the Group's reportable segments.
|
2024
|
2023
(restated)2
|
|
Sector1
|
Sector1
|
|
Government
£m
|
Non-government
£m
|
Total
£m
|
Government
£m
|
Non-government
£m
|
Total
£m
|
Business Services
|
418.1
|
1,071.6
|
1,489.7
|
457.1
|
956.7
|
1,413.8
|
Technical Services
|
274.7
|
1,051.8
|
1,326.5
|
262.4
|
891.7
|
1,154.1
|
CG&D
|
937.7
|
-
|
937.7
|
828.3
|
-
|
828.3
|
Communities
|
754.9
|
1.9
|
756.8
|
656.6
|
2.3
|
658.9
|
Total Group including joint
ventures and associates
|
2,385.4
|
2,125.3
|
4,510.7
|
2,204.4
|
1,850.7
|
4,055.1
|
Less: Joint ventures and
associates3
|
(65.5)
|
-
|
(65.5)
|
(110.1)
|
-
|
(110.1)
|
Total Group excluding joint
ventures and associates
|
2,319.9
|
2,125.3
|
4,445.2
|
2,094.3
|
1,850.7
|
3,945.0
|
|
|
|
|
|
|
| |
Notes:
1. Sector is defined by the
end customer on any contract. For example, if the Group is a
subcontractor to a company repairing a government building, then
the contract would be classified as government.
2. The comparatives for the year
ended 31 March 2023 have been restated for the change in
composition of reportable segments.
3. Revenue from joint
ventures and associates includes £55.5m (2023: £100.1m) and £10.0m
(2023: £10.0m) within the CG&D and Communities segments
respectively.
Transaction price allocated to the remaining
performance obligations
The table below shows the secured
forward order book for each segment at the reporting date with the
time bands of when the Group expects to recognise secured revenue
on its contracts with customers. Secured revenue corresponds to all
fixed work contracted with customers and excludes the impact of any
anticipated contract extensions, indexation and new contracts with
customers.
|
2024
|
2023
(restated)1
|
Less than
1 year
£m
|
More than
1 year
£m
|
Total
secured revenue
£m
|
Less than
1 year
£m
|
More than
1 year
£m
|
Total
secured
revenue
£m
|
Business Services
|
831.0
|
1,315.5
|
2,146.5
|
623.4
|
853.2
|
1,476.6
|
Technical Services
|
469.0
|
659.6
|
1,128.6
|
482.6
|
678.0
|
1,160.6
|
CG&D2
|
415.5
|
1,468.3
|
1,883.8
|
503.8
|
1,263.3
|
1,767.1
|
Communities2
|
504.1
|
2,838.2
|
3,342.3
|
377.5
|
2,687.5
|
3,065.0
|
Total Group
|
2,219.6
|
6,281.6
|
8,501.2
|
1,987.3
|
5,482.0
|
7,469.3
|
Notes:
1. The comparatives for the year
ended 31 March 2023 have been restated for the change in
composition of reportable segments.
2. Forward order book
includes share of joint ventures and associates.
4. Other items
Other items are items of financial
performance which management believes should be separately
identified on the face of the condensed consolidated income
statement to assist in understanding the underlying financial
performance achieved by the Group.
The Group separately reports
impairment of goodwill, impairment and amortisation of acquisition
related intangible assets, acquisition and disposal related costs,
charges with respect to employment-linked earnouts, fair value gain
on acquisitions, gain or loss on business disposals, cost of
restructuring programmes and other exceptional items as Other
items, together with their related tax effect.
|
2024
|
Restructure costs
£m
|
Acquisition
and disposal related costs
£m
|
Fair value gain on acquisition of
Landmarc
£m
|
Other exceptional items
£m
|
Total
£m
|
Other items before tax
|
(20.4)
|
(38.3)
|
17.9
|
(3.7)
|
(44.5)
|
Tax
|
5.1
|
6.5
|
-
|
0.9
|
12.5
|
Other items after tax
|
(15.3)
|
(31.8)
|
17.9
|
(2.8)
|
(32.0)
|
|
2023
|
Restructure costs
£m
|
Acquisition
and disposal related costs
£m
|
Other exceptional items
£m
|
Total
£m
|
Other items before tax
|
(16.6)
|
(25.1)
|
(3.4)
|
(45.1)
|
Tax
|
3.2
|
4.4
|
0.6
|
8.2
|
Other items after tax
|
(13.4)
|
(20.7)
|
(2.8)
|
(36.9)
|
Restructure costs
The Group has been undertaking a
major transformation programme involving the restructuring of
operations to reposition the business for its next phase of growth.
Material transformation programmes are included as Other items
where initiatives are considered to be non-recurring in nature and
are not considered to be normal operating costs of the business.
The costs are analysed below:
Total Group
|
2024
£m
|
2023
£m
|
Group transformation
programme:
|
|
|
Target Operating
Model1
|
(20.4)
|
(7.9)
|
Project
Forté2
|
-
|
(8.7)
|
Restructure costs
|
(20.4)
|
(16.6)
|
Tax
|
5.1
|
3.2
|
Restructure costs net of taxation
|
(15.3)
|
(13.4)
|
Notes:
1. The Target Operating
Model is the Group's transformation programme and includes the
further outsourcing of back-office functions, consolidating systems
and processes, and optimising the organisation structure. Since its
launch in the year ended 31 March 2022, cumulative costs of £28.6m
have been recognised within the condensed consolidated income
statement and classified as Other items, all of which were cash
costs. The programme is expected to complete by 31 March
2025.
2. Project Forté was
launched in 2019, primarily focusing on re-engineering the
Technical Services business to modernise and optimise workflow
processes. The project was completed in the year ended 31 March
2023.
The costs associated with the
Group transformation programme include £5.7m of external
consultancy costs (2023: £6.9m), fixed-term staff costs of £7.1m
(2023: £6.9m) to manage and implement changes, redundancy costs of
£4.5m (2023: £2.1m), dual-run licence costs in relation to
decommissioned operating systems of £2.6m (2023: £0.7m) and certain
property exit costs of £0.5m (2023: £nil).
Acquisition and disposal related costs
|
|
|
|
|
2024
£m
|
2023
£m
|
Amortisation of acquisition
related intangible assets
|
|
|
(24.8)
|
(21.4)
|
Employment-linked earnout
charges1
|
|
|
(9.5)
|
(0.2)
|
Transaction
costs2
|
|
|
(2.9)
|
(1.7)
|
Other acquisition related
(costs)/income3
|
|
|
(1.1)
|
3.7
|
Integration costs
|
|
|
-
|
(5.5)
|
Acquisition and disposal costs
|
|
|
(38.3)
|
(25.1)
|
Tax
|
|
|
6.5
|
4.4
|
Acquisition and disposal costs net of
taxation
|
|
|
(31.8)
|
(20.7)
|
Notes:
1. Comprises amounts payable to former owners of acquired
businesses where a condition of receiving the payment is the
continued employment of the individual receiving the payment.
These payments are accrued over the period
that the related employment services are received up until the
point at which the consideration becomes payable.
2. Comprises
professional fees of £3.1m (2023: £1.7m) and staff related
integration costs of £0.4m (2023: £nil), offset by professional fee
accrual releases of £0.6m for completed acquisitions where the
Group expects no further costs (2023: £nil).
3. Amounts for the
year ended 31 March 2024 include a provision charge of £9.0m in
respect of a certain PFI contract, offset by release of other
contract specific provisions of £7.9m. See Note 13. These
adjustments relate to provisions that were recognised on the
acquisition of Interserve and were originally recognised against
goodwill. Amounts for the year ended 31 March 2023 include a
provision release of £1.2m for a certain pension scheme, £0.7m
release of an employer liability insurance provision created on the
acquisition of Interserve, £0.9m professional fee accruals release
and derecognition of a £0.9m pre-acquisition contractual liability
originally recognised against goodwill.
Other exceptional items
Other exceptional items of £3.7m
(2023: £3.4m) relate to the implementation of a new digital
supplier platform, resulting in a step change in the Group's supply
chain management capabilities. These comprise fixed-term staff
costs of £2.8m (2023: £2.4m) and third-party implementation costs
of £0.9m (2023: £1.0m). This implementation, which is
transformational in nature, is expected to be completed during the
year ending 31 March 2025. Cumulative cash costs of £11.5m have
been recognised within the condensed consolidated income statement
and classified as Other items since its launch in 2022.
Fair value gain on Landmarc acquisition
The Group obtained control of
Landmarc on 16 November 2023, and since that date Landmarc's
financial results have been consolidated as a subsidiary. See Note
18. Prior to 16 November 2023, Landmarc was accounted for as a
joint venture of the Group. See Note 10.
In accordance with IFRS 3
Business Combinations, the
Group fair valued its investment in the joint venture as at 16
November 2023. This resulted in a fair value gain of £17.9m, being
the difference between the fair value of the Group's joint venture
interest of £23.7m and its carrying value of £5.8m as at the
acquisition date. The gain has been recognised as Other items, as
it is material and non-recurring in nature. See Note 18 for further
details.
5. Tax
Total Group
|
2024
£m
|
2023
£m
|
Current tax
|
22.1
|
19.2
|
Deferred tax (Note 14)
|
3.3
|
(4.8)
|
Tax charge for the year
|
25.4
|
14.4
|
Corporation tax is calculated at
25% (2023: 19%) of the estimated taxable profit for the year. A
reconciliation of the tax charge to the elements of profit before
tax per the condensed consolidated income statement is as
follows:
Total Group
|
2024
|
2023
|
Before
Other items
£m
|
Other items1
£m
|
Total
£m
|
Before
Other items
£m
|
Other items1
£m
|
Total
£m
|
Profit/(loss) before tax
|
200.8
|
(44.5)
|
156.3
|
150.6
|
(45.1)
|
105.5
|
Tax at UK rate of 25% (2023:
19%)
|
50.2
|
(11.1)
|
39.1
|
28.6
|
(8.5)
|
20.1
|
Reconciling tax charges
for:
|
|
|
|
|
|
|
Non-taxable items
|
(1.0)
|
(1.1)
|
(2.1)
|
(0.8)
|
0.3
|
(0.5)
|
Impact of equity accounted
investments
|
(1.6)
|
-
|
(1.6)
|
(1.6)
|
-
|
(1.6)
|
Credit for losses not previously
recognised
|
(8.8)
|
-
|
(8.8)
|
(5.3)
|
-
|
(5.3)
|
Overseas tax rates
|
(1.3)
|
-
|
(1.3)
|
(0.3)
|
-
|
(0.3)
|
Prior year adjustments
|
0.4
|
(0.3)
|
0.1
|
2.0
|
-
|
2.0
|
Tax charge/(credit) for the
year
|
37.9
|
(12.5)
|
25.4
|
22.6
|
(8.2)
|
14.4
|
Effective tax rate for the
year
|
18.9%
|
28.1%
|
16.3%
|
15.0%
|
18.2%
|
13.6%
|
Note:
1. Other items are as described in
Note 4.
In addition to the amounts charged
to the condensed consolidated income statement: (i) a £3.6m credit
for current tax (2023: £1.1m) relating to remeasurements of
retirement benefit liabilities has been recognised within the
condensed consolidated statement of comprehensive income; (ii) a
£0.1m credit for current tax (2023: £nil) relating to hedged items
has been recognised within the condensed consolidated statement of
comprehensive income; and (iii) a £7.3m credit for current tax
(2023: £1.1m) and a £3.4m credit for deferred tax (2023: £4.9m)
relating to share options have been recognised directly within
equity.
In the year ended 31 March 2023, a
credit for deferred tax of £1.5m relating to remeasurements of net
defined benefit pensions liabilities was also recognised within
other comprehensive income.
Impact of Pillar Two legislation
Pillar Two legislation has been
enacted or substantively enacted in certain jurisdictions in which
the Group operates. The legislation will be effective for the
Group's financial year beginning 1 April 2024. The Group is in
scope of the enacted or substantively enacted legislation and has
performed an assessment of the Group's potential exposure to Pillar
Two income taxes.
The assessment of the potential
exposure to Pillar Two income taxes is based on the most recent tax
filings, country-by-country reporting and financial statements for
the constituent entities in the Group. Based on the assessment, the
Pillar Two effective tax rates in most of the jurisdictions in
which the Group operates are above 15%. However, there are a
limited number of jurisdictions where the transitional safe harbour
relief does not apply and the Pillar Two effective tax rate is
close to 15%. The Group does not expect a material exposure to
Pillar Two income taxes in those jurisdictions.
6. Dividends
|
2024
Pence
per share
|
2024
£m
|
2023
Pence
per share
|
2023
£m
|
Amounts recognised as distributions
in the year:
|
|
|
|
|
Final dividend for the prior
year
|
2.2
|
28.6
|
1.4
|
19.5
|
Interim dividend for the current
year
|
1.0
|
12.9
|
0.7
|
9.4
|
|
3.2
|
41.5
|
2.1
|
28.9
|
|
|
|
|
|
Proposed final dividend for the
year ended 31 March
|
3.0
|
38.3
|
2.2
|
28.7
|
Dividends are recognised as
distributions in the year in which they are declared. Subject to
approval at the Annual General Meeting on 23 July 2024, the final
dividend for the year ended 31 March 2024 will be paid on 5 August
2024 to holders on the register on 21 June 2024. The ordinary
shares will be quoted ex-dividend on 20 June 2024.
7. Earnings per share
The calculation of the basic and
diluted earnings per share (EPS) is based on the following
data:
|
|
|
2024
£m
|
2023
£m
|
Net profit before Other items
attributable to owners of the parent
|
|
|
157.8
|
128.0
|
Other items net of tax attributable
to owners of the parent1
|
|
|
(31.5)
|
(36.9)
|
Net profit attributable to owners
of the parent
|
|
|
126.3
|
91.1
|
Note:
1. Other items are as
described in Note 4.
Number of shares
|
2024
million
|
2023
million
|
Weighted average number of ordinary
shares for the purpose of basic EPS1
|
1,282.9
|
1,348.4
|
Effect of dilutive potential
ordinary shares2
|
108.9
|
132.9
|
Weighted average number of ordinary
shares for the purpose of diluted EPS1,2
|
1,391.8
|
1,481.3
|
Notes:
1. The weighted average
number of ordinary shares in issue during the year excludes those
accounted for in the Own shares reserve.
2. The dilutive potential
ordinary shares relate to instruments that could potentially dilute
basic earnings per share in the future, such as share-based
payments. The diluted earnings per share uses the weighted average
number of shares adjusted for potentially dilutive ordinary shares,
unless it has the effect of increasing the earnings per
share.
|
|
|
2024
Pence per
share
|
2023
Pence per
share
|
Basic earnings before Other
items1
|
|
|
12.3
|
9.5
|
Basic earnings
|
|
|
9.8
|
6.8
|
Diluted earnings before Other
items1
|
|
|
11.3
|
8.6
|
Diluted earnings
|
|
|
9.1
|
6.2
|
Note:
1. Other items are as
described in Note 4.
8. Goodwill
|
£m
|
Cost
|
|
At 1 April 2022
|
333.8
|
Arising on business
combinations
|
11.0
|
At 31 March 2023
|
344.8
|
Arising on business
combinations1
|
49.4
|
At 31 March 2024
|
394.2
|
|
|
Accumulated impairment
losses
|
|
At 1 April 2022, 31 March 2023 and
31 March 2024
|
32.5
|
|
|
Net book value
|
|
At 31 March 2024
|
361.7
|
At 31 March 2023
|
312.3
|
Note:
1. Refer to Note 18 for
details of the current year acquisitions.
Goodwill impairment testing
Goodwill acquired in a business
combination is allocated, at acquisition, to the CGUs that are
expected to benefit from that business combination. The Group tests
goodwill at least annually for impairment or more frequently if
there are indicators that goodwill may be impaired.
The Group has reorganised its
business in the year ended 31 March 2024, and the determination of
CGUs has been updated accordingly to meet the criteria included in
IAS 36 Impairment of
Assets. Business Services, Technical Services, Communities,
Central Government & Defence (CG&D) and Spain have been
determined to be the relevant CGUs for the year ended 31 March
2024. The information presented for the year ended 31 March 2023
has been re-presented to reflect these changes, and, as a result,
the Business Services CGU includes goodwill of £6.7m, which as at
31 March 2023 was attributable to the Landscapes
CGU.
A summary of the goodwill balances
and the discount rates used to assess the forecast cash flows from
each CGU are as follows:
|
Pre-tax discount rate
%
|
Goodwill
2024
£m
|
Goodwill
2023
(restated)1
£m
|
Business Services
|
10.6
|
138.1
|
111.8
|
Technical Services
|
10.6
|
133.0
|
116.8
|
Communities
|
10.7
|
81.0
|
81.0
|
CG&D
|
10.7
|
7.4
|
2.7
|
Spain
|
11.0
|
2.2
|
-
|
Total
|
|
361.7
|
312.3
|
Note:
1. The 2023 goodwill
allocation by CGU has been restated to reflect the changes in the
year to the way in which the Group monitors CGUs for goodwill
impairment purposes.
At 31 March 2023 and under the
previous organisational structure, the goodwill was allocated as
follows:
|
|
Pre-tax discount rate
%
|
Goodwill
2023
£m
|
Business Services
|
|
14.7
|
105.1
|
Technical Services
|
|
12.3
|
116.8
|
Communities
|
|
13.8
|
81.0
|
CG&D
|
|
13.2
|
2.7
|
Landscapes
|
|
12.8
|
6.7
|
Total
|
|
|
312.3
|
Key assumptions
The recoverable amounts for each CGU
are based on value-in-use, which is derived from discounted cash
flow calculations. The key assumptions applied in value-in-use
calculations are those regarding forecast operating profits, growth
rates and discount rates.
Forecast operating profits
For all CGUs, the Group prepared
cash flow projections derived from the most recent forecasts for
the year ending 31 March 2025 and the Group's strategic plan to 31
March 2029. Forecast revenue and direct costs are based on past
performance and expectations of future changes in the market,
operating model and cost base including the impact of
inflation.
Growth rates and terminal values
Medium-term revenue growth rates
applied to the value-in-use calculations of each CGU reflect
management's strategy for a period of five years. Terminal values
were determined using a long-term growth assumption of 2.0% (2023:
2.0%).
Discount rates
The pre-tax discount rates used to
assess the forecast cash flows from CGUs are derived from the
Group's post-tax weighted average cost of capital, which was 7.9%
as at the time of the Group's annual impairment review (2023:
9.8%). These rates are reviewed annually by external advisors and
adjusted for the risks specific to the business being assessed and
the market in which the CGU operates. All CGUs have the same access
to the Group's treasury functions and borrowing lines to fund their
operations.
Sensitivity analysis
A sensitivity analysis has been
performed and management has concluded that no reasonably
foreseeable change in the key assumptions would result in an
impairment of the goodwill of any of the Group's CGUs.
9. Other intangible assets
|
Acquisition related
|
Total
acquisition
related
£m
|
Software and development
expenditure
£m
|
Total
£m
|
Customer contracts and
relationships
£m
|
Other
£m
|
Cost or valuation
|
|
|
|
|
|
At 1 April 2022
|
329.5
|
10.9
|
340.4
|
76.8
|
417.2
|
Additions
|
-
|
-
|
-
|
14.3
|
14.3
|
Arising on business
combinations
|
8.7
|
-
|
8.7
|
-
|
8.7
|
Disposals
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
At 31 March 2023
|
338.2
|
10.9
|
349.1
|
90.8
|
439.9
|
Additions
|
-
|
-
|
-
|
8.4
|
8.4
|
Arising on business
combinations
|
53.7
|
1.2
|
54.9
|
0.6
|
55.5
|
Disposals
|
(82.9)
|
(9.8)
|
(92.7)
|
(0.1)
|
(92.8)
|
At 31 March 2024
|
309.0
|
2.3
|
311.3
|
99.7
|
411.0
|
|
|
|
|
|
|
Amortisation and
impairment
|
|
|
|
|
|
At 1 April 2022
|
113.9
|
10.7
|
124.6
|
33.7
|
158.3
|
Charge for the year
|
21.3
|
0.1
|
21.4
|
7.8
|
29.2
|
Disposals
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
Effect of movements in exchange
rates
|
-
|
-
|
-
|
0.1
|
0.1
|
At 31 March 2023
|
135.2
|
10.8
|
146.0
|
41.3
|
187.3
|
Charge for the year
|
24.6
|
0.2
|
24.8
|
8.2
|
33.0
|
Disposals
|
(82.9)
|
(9.8)
|
(92.7)
|
(0.1)
|
(92.8)
|
Impairments
|
-
|
-
|
-
|
0.1
|
0.1
|
At 31 March 2024
|
76.9
|
1.2
|
78.1
|
49.5
|
127.6
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 31 March 2024
|
232.1
|
1.1
|
233.2
|
50.2
|
283.4
|
At 31 March 2023
|
203.0
|
0.1
|
203.1
|
49.5
|
252.6
|
Customer contracts and
relationships are amortised over their useful lives based on the
period of time over which they are anticipated to generate
benefits, with an average remaining useful life of eight years
(2023: nine years). Other acquisition related intangibles include
brands and acquired software and technology which are amortised
over their useful lives, with an average remaining useful life of
three years. Following a review of the carrying amount of
intangible assets, an impairment of £0.1m has been recorded in the
year ended 31 March 2024 (2023: £nil).
10. Interests in joint ventures and
associates
The Group has interests in joint
ventures and associates, which are equity accounted. Landmarc was
accounted for as a joint venture of Mitie until 16 November 2023,
which is when the Group obtained control of Landmarc. Since 16
November 2023, Landmarc's financial results have been consolidated
as a subsidiary of the Group. All equity accounted entities provide
facilities management services.
Interests in joint ventures and
associates
|
Ownership
%
|
Nature of relationship
|
2024
£m
|
2023
£m
|
Landmarc
|
51
|
Joint venture until 16 November
2023
|
-
|
7.9
|
Sussex
|
35
|
Associate
|
0.9
|
0.6
|
Other
|
|
Joint ventures
|
-
|
0.3
|
At 31 March
|
|
|
0.9
|
8.8
|
|
2024
|
2023
|
Landmarc1 £m
|
Sussex1
£m
|
Other1
£m
|
Group share of joint ventures and
associates
£m
|
Group share of joint ventures and
associates
£m
|
At 1 April
|
7.9
|
0.6
|
0.3
|
8.8
|
11.9
|
Share of profit before Other
Items
|
4.6
|
1.8
|
-
|
6.4
|
8.3
|
Share of other comprehensive
expense
|
(0.1)
|
-
|
-
|
(0.1)
|
(2.4)
|
Dividends
|
(6.9)
|
(1.5)
|
-
|
(8.4)
|
(9.0)
|
De-recognised on obtaining
control2
|
(5.5)
|
-
|
(0.3)
|
(5.8)
|
-
|
At 31 March
|
-
|
0.9
|
-
|
0.9
|
8.8
|
Notes:
1. Net assets/results of the
entity multiplied by the respective proportion of the Group's
ownership.
2. The Group's investment in
the Landmarc joint venture was de-recognised on 16 November 2023
(see Note 18).
Summarised statement of total comprehensive
income (100%)
|
2024
|
2023
|
|
Landmarc1
£m
|
Sussex
£m
|
Total
£m
|
Landmarc
£m
|
Sussex
£m
|
Other
£m
|
Total
£m
|
|
Revenue (100%)
|
108.8
|
28.6
|
137.4
|
196.5
|
28.4
|
-
|
224.9
|
|
Group's share of revenue of joint ventures and
associates
|
55.5
|
10.0
|
65.5
|
100.2
|
9.9
|
-
|
110.1
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(0.7)
|
-
|
(0.7)
|
(1.4)
|
-
|
-
|
(1.4)
|
|
Operating profit/(loss)
|
10.9
|
4.5
|
15.4
|
18.8
|
3.0
|
(0.9)
|
20.9
|
|
Finance income
|
0.2
|
-
|
0.2
|
0.3
|
-
|
-
|
0.3
|
|
Tax (expense)/credit
|
(2.1)
|
0.5
|
(1.6)
|
(3.6)
|
(0.6)
|
-
|
(4.2)
|
|
Profit/(loss) for the year
|
9.0
|
5.0
|
14.0
|
15.5
|
2.4
|
(0.9)
|
17.0
|
|
Other comprehensive
expense
|
(0.2)
|
-
|
(0.2)
|
(4.7)
|
-
|
-
|
(4.7)
|
|
Total comprehensive
income/(expense) (100%)
|
8.8
|
5.0
|
13.8
|
10.8
|
2.4
|
(0.9)
|
12.3
|
|
|
|
|
|
|
|
|
|
| |
Note:
1. Reflects the financial
performance of Landmarc as a joint venture until 16 November 2023,
from which point the Group consolidated the results of Landmarc.
See Note 18.
Summarised statement of financial position
(100%)
|
|
2024
|
2023
|
|
Sussex
£m
|
Other
£m
|
Total
£m
|
Landmarc
£m
|
Sussex
£m
|
Other
£m
|
Total
£m
|
Non-current assets
|
|
-
|
-
|
-
|
5.8
|
-
|
-
|
5.8
|
Current assets
|
|
7.9
|
0.8
|
8.7
|
52.6
|
9.9
|
1.3
|
63.8
|
Current liabilities
|
|
(5.4)
|
(0.8)
|
(6.2)
|
(43.0)
|
(8.3)
|
(0.8)
|
(52.1)
|
Net assets (100%)
|
|
2.5
|
-
|
2.5
|
15.4
|
1.6
|
0.5
|
17.5
|
Group's share of net
assets
|
|
0.9
|
-
|
0.9
|
7.9
|
0.6
|
0.3
|
8.8
|
The above includes the
following:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
(100%)
|
|
0.5
|
0.8
|
1.3
|
35.4
|
5.3
|
1.3
|
42.0
|
The Group is not aware of any
material commitments in respect of its interests in joint ventures
and associates. There are no significant restrictions on the
ability to transfer funds to the Group in the form of cash
dividends, or to repay loans or advances made by the
Group.
11. Trade and other receivables
|
2024
£m
|
2023
£m
|
Trade receivables
|
411.5
|
450.8
|
Accrued income
|
302.7
|
278.9
|
Prepayments
|
50.5
|
40.2
|
Other receivables
|
31.4
|
40.4
|
Total
|
796.1
|
810.3
|
|
|
|
Included in current
assets
|
775.1
|
786.8
|
Included in non-current
assets
|
21.0
|
23.5
|
Total
|
796.1
|
810.3
|
Trade receivables at 31 March 2024
represent 25 days credit on sales (2023: 31 days).
Management considers that the
carrying amount of trade and other receivables approximates their
fair value.
12. Trade and other payables
|
2024
£m
|
2023
£m
|
Trade payables
|
171.6
|
230.5
|
Other taxes and social
security
|
156.1
|
123.0
|
Other payables
|
42.9
|
22.7
|
Accruals
|
534.5
|
525.6
|
Total
|
905.1
|
901.8
|
|
|
|
Included in current
liabilities
|
892.4
|
899.5
|
Included in non-current
liabilities
|
12.7
|
2.3
|
Total
|
905.1
|
901.8
|
Trade payables at 31 March 2024
represent 22 days credit on trade purchases (2023: 32
days).
Management considers that the
carrying amount of trade and other payables approximates their fair
value.
13. Provisions
|
Contract specific costs
£m
|
Insurance reserve
£m
|
Pension
£m
|
Dilapidations
£m
|
Restructuring
£m
|
Other
£m
|
Total
£m
|
At 1 April 2023
|
49.3
|
26.2
|
21.7
|
8.0
|
2.5
|
3.7
|
111.4
|
Additional provisions
|
18.9
|
9.4
|
-
|
0.3
|
2.1
|
0.9
|
31.6
|
Released to the condensed
consolidated income statement
|
(11.3)
|
-
|
-
|
(0.2)
|
-
|
(0.4)
|
(11.9)
|
Arising on business
combinations
|
2.7
|
-
|
-
|
0.1
|
-
|
0.9
|
3.7
|
Utilised
|
(10.4)
|
(8.4)
|
-
|
-
|
(2.2)
|
(0.6)
|
(21.6)
|
At 31 March 2024
|
49.2
|
27.2
|
21.7
|
8.2
|
2.4
|
4.5
|
113.2
|
|
|
|
|
|
|
|
|
Included in current
liabilities
|
27.8
|
9.5
|
21.7
|
1.0
|
2.4
|
4.1
|
66.5
|
Included in non-current
liabilities
|
21.4
|
17.7
|
-
|
7.2
|
-
|
0.4
|
46.7
|
Total
|
49.2
|
27.2
|
21.7
|
8.2
|
2.4
|
4.5
|
113.2
|
Contract specific costs
Contract specific costs provisions
of £49.2m (2023: £49.3m) comprise onerous contract provisions of
£8.8m (2023: £10.5m) and other contract specific provisions of
£40.4m (2023: £38.8m).
Onerous contracts are mainly in
respect of certain long-term PFI contracts. It is expected that the
majority of these provisions will be utilised over a number of
years. Given the long-term nature of these contracts, the
calculation of onerous contract provisions is a key source of
estimation uncertainty. Key judgements used in the calculation of
the provision and sensitivity to change in assumptions are set out
in Note 2. The Group recognised additional onerous contract
provisions of £1.4m and utilised £3.1m in the year.
Contract specific provisions have
been made primarily to cover remedial and rectification costs
required to meet clients' contract terms, and include a £10.9m
(2023: £14.7m) provision relating to a significant liability risk
on a certain contract which is subject to dispute, a £3.8m (2023:
£6.2m) provision relating to remedial works on a certain contract,
a £4.6m (2023: £4.5m) provision relating to a commercial settlement
dispute for a certain contract, and a £6.3m provision for
rectification works on a certain contract. The value of these
provisions reflects the single most likely outcome and is expected
to be utilised over a maximum period of eight years. The remaining
provision relates to other potential commercial claims and
rectification work for other contracts.
During the year the Group recognised
additional contract specific provisions of £20.2m, of which £2.7m
arose on business combinations, utilised £7.3m, and released
£11.3m. Charges with respect to additional provisions of £9.0m and
provision releases of £7.9m have been classified as Other items, as
these relate to liabilities that were originally recognised on the
acquisition of Interserve. See Note 4.
Insurance reserve
The Group retains a portion of the
exposure in relation to insurance policies for employer liabilities
and motor and fleet liabilities. Judgement is involved in assessing
outstanding liabilities, the ultimate cost and timing of which
cannot be known with certainty at the condensed consolidated
statement of financial position date. The provision includes claims
incurred but not yet reported and is based on information available
at the condensed consolidated statement of financial position date
using advice from third-party actuarial experts. The provision is
expected to be utilised over five years.
The insurance reserve of £27.2m is
presented gross of an insurer reimbursement asset of £4.9m (2023:
£4.0m), which represents the amount the Group is virtually certain
to recover for claims under its insurance policies. Of this other
receivable, £3.2m (2023: £2.6m) is presented as
non-current.
Pension
The pension provision balance at 31
March 2024 comprises £21.7m for Section 75 employer debt
liabilities of Robert Prettie & Co Limited and Mitie FM Limited
as a result of their participation in the Plumbing Scheme. This
amount has been recorded as a current provision, however timing of
outflows is dependent on agreement with the trustee of the Plumbing
Scheme and may occur over a longer period than one year. See Note
19.
Dilapidations
The provision for dilapidations
relates to the legal obligation for leased properties to be
returned to the landlord in the contracted condition at the end of
the lease period. This cost would include repairs of any damage and
wear and tear and is expected to be utilised in the next ten
years.
Restructuring
The restructuring provision as at 31
March 2024 includes additions of £2.1m, which have been recognised
within Other items, in relation to redundancies with respect to the
Group's Target Operating Model programme, where a detailed formal
plan is in place and a valid expectation in those affected has been
raised. The amount is expected to be utilised within the next
year.
14. Deferred tax
The following are the major deferred
tax assets and liabilities recognised by the Group and movements
thereon:
Assets/(liabilities)
|
Losses
£m
|
Accelerated capital allowances
£m
|
Retirement benefit liabilities
£m
|
Intangible assets acquired
£m
|
Share options
£m
|
Short-term timing differences
£m
|
Total1
£m
|
At 1 April 2022
|
34.1
|
13.5
|
2.6
|
(52.7)
|
6.5
|
7.1
|
11.1
|
Arising on business
combinations
|
-
|
(0.2)
|
-
|
(2.1)
|
-
|
0.4
|
(1.9)
|
Credit/(charge) to condensed
consolidated income statement
|
5.5
|
(3.7)
|
(3.6)
|
4.1
|
0.6
|
1.9
|
4.8
|
Credit to equity and other
comprehensive income
|
-
|
-
|
1.5
|
-
|
4.9
|
-
|
6.4
|
At 31 March 2023
|
39.6
|
9.6
|
0.5
|
(50.7)
|
12.0
|
9.4
|
20.4
|
Arising on business
combinations
|
1.1
|
-
|
-
|
(13.7)
|
-
|
-
|
(12.6)
|
(Charge)/credit to condensed
consolidated income statement
|
(9.9)
|
(2.0)
|
0.7
|
6.2
|
1.2
|
0.5
|
(3.3)
|
Credit to equity and other
comprehensive income
|
-
|
-
|
-
|
-
|
3.4
|
-
|
3.4
|
At 31 March 2024
|
30.8
|
7.6
|
1.2
|
(58.2)
|
16.6
|
9.9
|
7.9
|
Note:
1.
Deferred tax liabilities of £58.2m (2023: £50.7m) are offset
against deferred tax assets as they relate to income taxes levied
by the same tax authority and the Group has the right to and
intends to settle its current tax assets and liabilities on a net
basis.
The Group has unutilised income tax
losses of £151.4m (2023: £222.3m) that are available for offset
against future profits. A deferred tax asset has been recognised in
respect of £123.2m (2023: £158.4m) of these losses to the extent
that it is probable that taxable profits will be generated in the
future and be available for utilisation. When considering the
recoverability of deferred tax assets, the taxable profit forecasts
are based on the same information used to support the going concern
and goodwill assessments. See Note 1 for more information on these
forecasts and the methodology applied. No
reasonably possible changes in the key assumptions would result in
a material change to the deferred tax assets recognised as at 31
March 2024.
No deferred tax asset has been
recognised in respect of losses of £13.0m (2023: £48.7m) and
disallowed interest under UK corporate interest restriction rules
of £15.2m (2023: £15.2m) because recoverability is uncertain. All
amounts may be carried forward indefinitely. Deferred tax has been
calculated using tax rates that were substantively enacted at the
condensed consolidated statement of financial position date. See
Note 5.
15. Cash and cash equivalents
|
2024
£m
|
2023
£m
|
Cash and cash
equivalents
|
244.9
|
248.3
|
Cash and cash equivalents comprise
cash held by the Group and short-term bank deposits with an
original maturity of three months or less. The Group operates
cash-pooling arrangements with certain banks for cash management
purposes.
As at 31 March 2024, included within
cash and cash equivalents is £4.2m (2023: £6.4m) which is subject
to various constraints on the Group's ability to utilise these
balances. These constraints primarily relate to amounts held in
project bank accounts and cash held through a joint operation,
where cash is not available for use by the Group.
16. Financing liabilities
|
2024
£m
|
2023
£m
|
Bank loans - under committed
facilities
|
-
|
8.4
|
Private placement notes
|
150.0
|
150.0
|
Lease liabilities
|
174.0
|
129.4
|
Loan arrangement fees
|
(2.5)
|
(1.8)
|
Total
|
321.5
|
286.0
|
|
|
|
Included in current
liabilities
|
73.8
|
32.0
|
Included in non-current
liabilities
|
247.7
|
254.0
|
Total
|
321.5
|
286.0
|
In September 2023, the Group
increased its revolving credit facility from £150m to £250m, and
the maturity date was extended by one year from October 2026 to
October 2027, with an option to extend for a further one year
period. All other terms remain unchanged and the facility was
undrawn at the time of the modification.
In December 2022, the Group issued
£120.0m of new US private placement notes (USPP), under a delayed
funding agreement to avoid any overlap with the £121.6m (being the
repayment amount after taking account of the cross-currency
interest rate swaps) of notes that matured in the same month. The
new notes are split equally between 8,10 and 12 year maturities,
and were issued with an average coupon of 2.94%. A further £30.0m
of USPP notes with a coupon of 4.04% are due to mature in December
2024.
The revolving credit facility and
the US private placement notes are unsecured but have financial and
non-financial covenants and obligations commonly associated with
these arrangements. The Group was in compliance with these
covenants as at 31 March 2024 and hence all amounts are classified
in line with repayment dates. At 31 March 2024, the Group had
available £250.0m (2023: £141.6m) of undrawn committed borrowing
facilities in respect of which all conditions precedent had been
met.
The weighted average interest rates
paid during the year were as follows:
|
2024
%
|
2023
%
|
Bank loans
|
4.9
|
2.9
|
Private placement notes
|
3.2
|
3.9
|
Private placement notes
The Group issued US$153.0m and
£55.0m of private placement notes on 13 December 2012, of which
US$153.0m and £25.0m matured in December 2022. The remaining £30.0m
are due to mature in December 2024. The Group issued £120.0m of US
private placement notes on 16 December 2022. The USPP notes are
unsecured and rank pari passu with other senior unsecured
indebtedness of the Group. The amount, maturity and interest terms
of these USPP notes as at 31 March 2024 are shown below.
Tranche
|
Maturity date
|
Amount
|
Interest terms
|
12 year
|
16 December 2024
|
£30.0m
|
£ fixed at 4.04%
|
8 year
|
16 December 2030
|
£40.0m
|
£ fixed at 2.84%
|
10 year
|
16 December 2032
|
£40.0m
|
£ fixed at 2.97%
|
12 year
|
16 December 2034
|
£40.0m
|
£ fixed at 3.00%
|
17. Analysis of net debt
|
2024
£m
|
2023
£m
|
Cash and cash equivalents (Note
15)
|
244.9
|
248.3
|
Adjusted for: restricted cash (Note
15)
|
(4.2)
|
(6.4)
|
Bank loans (Note 16)
|
-
|
(8.4)
|
Private placement notes (Note
16)
|
(150.0)
|
(150.0)
|
Loan arrangement fees (Note
16)
|
2.5
|
1.8
|
Net cash before lease
obligations
|
93.2
|
85.3
|
Lease liabilities
|
(174.0)
|
(129.4)
|
Net debt
|
(80.8)
|
(44.1)
|
Reconciliation of net cash flow to
movements in net debt
|
2024
£m
|
2023
£m
|
Net decrease in cash and cash
equivalents
|
(2.9)
|
(97.9)
|
Decrease in restricted cash and
cash held on trust1
|
2.2
|
31.1
|
Net decrease in unrestricted cash
and cash equivalents
|
(0.7)
|
(66.8)
|
Cash drivers
|
|
|
Proceeds from new private placement
notes
|
-
|
(120.0)
|
Private placement notes
repaid
|
-
|
150.8
|
Settlement of derivative financial
instruments
|
-
|
(29.2)
|
Repayment of bank loans
|
8.4
|
4.1
|
Payment of arrangement
fees
|
1.2
|
0.5
|
Capital element of lease
rentals
|
41.0
|
34.5
|
Non-cash drivers
|
|
|
Non-cash movement associated with
bank loans
|
(0.4)
|
(0.4)
|
Non-cash movement associated with
private placement notes
|
(0.1)
|
(0.3)
|
Non-cash movement in lease
liabilities
|
(85.6)
|
(41.4)
|
Effect of foreign exchange rate
changes
|
(0.5)
|
1.0
|
Increase in net debt during the
year
|
(36.7)
|
(67.2)
|
|
|
|
Opening net (debt)/cash
|
(44.1)
|
26.7
|
Debt acquired as part of business
combinations
|
-
|
(3.6)
|
Closing net debt
|
(80.8)
|
(44.1)
|
Note:
1. Includes decrease in
restricted cash of £2.2m (2023: £11.1m). Amounts for the year ended
31 March 2023, a decrease of £20.0m in respect of the cash that was
held across the Group's bank accounts at 31 March 2022 was also
included in respect of the customer invoice discounting (CID)
facility where cash collected from the Group's customers was held
on trust for the CID facility provider and was subsequently
remitted to the CID facility provider by 5 April 2022.
18. Acquisitions
Current year acquisitions
Linx International
On 5 April 2023, the Group completed
the acquisition of the entire issued share capital of Linx
International Group Limited (Linx International) for cash
consideration of £1.1m. Linx International is a leading provider of
security consultancy and technical and management training
services.
Linx International contributed £3.6m
of revenue and £0.8m of operating profit before Other items to the
Group's results during the year ended 31 March 2024. Goodwill on
the acquisition of Linx International represents the premium
associated with acquiring the operations which are considered to
strengthen Mitie's intelligence-led security and risk management
offering.
The Group's final assessment of the
fair values of the assets and liabilities recognised as a result of
the acquisition has been based on the total fair value of the
consideration. The purchase price allocation is as
follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Fair value
£m
|
Customer contracts and
relationships
|
-
|
0.3
|
0.3
|
Other intangible assets
|
0.3
|
-
|
0.3
|
Trade and other
receivables
|
0.1
|
-
|
0.1
|
Cash and cash
equivalents
|
0.2
|
-
|
0.2
|
Trade and other payables
|
(0.2)
|
-
|
(0.2)
|
Current tax liabilities
|
(0.1)
|
-
|
(0.1)
|
Deferred tax liabilities
|
-
|
(0.1)
|
(0.1)
|
Net identifiable assets
acquired
|
0.3
|
0.2
|
0.5
|
Goodwill
|
|
|
0.6
|
Total cash consideration
|
|
|
1.1
|
The estimated fair value of trade and other
receivables was £0.1m, which
approximated the gross contractual amount.
RHI Industrials
On 2 May 2023, the Group completed
the acquisition of the entire issued share capital of RHI
Industrials Limited (RHI Industrials), a specialist designer,
manufacturer and installer of security systems and solutions, as
well as earthing services and all associated civil engineering
works. The transaction consideration was £20.2m, comprised of
initial cash consideration of £19.1m and contingent consideration
of £1.1m, which was paid in January 2024.
RHI Industrials contributed £17.0m
of revenue and £1.2m of operating profit before Other items to the
Group's results during the year ended 31 March 2024.
Goodwill on the acquisition of RHI
Industrials represents the premium associated with acquiring the
operations which are considered to strengthen the Group's existing
fire and security system capabilities.
The Group's final assessment of the
fair values of the assets and liabilities recognised as a result of
the acquisition has been based on the total fair value of the
consideration. The purchase price allocation is as
follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Customer contracts and
relationships
|
-
|
3.4
|
3.4
|
Property, plant and
equipment
|
0.2
|
-
|
0.2
|
Right-of-use assets
|
0.7
|
0.4
|
1.1
|
Inventories
|
0.2
|
-
|
0.2
|
Trade and other
receivables
|
4.5
|
-
|
4.5
|
Cash and cash
equivalents
|
1.4
|
-
|
1.4
|
Trade and other payables
|
(2.8)
|
-
|
(2.8)
|
Lease liabilities
|
(0.7)
|
(0.3)
|
(1.0)
|
Deferred tax liabilities
|
(0.1)
|
(0.9)
|
(1.0)
|
Net identifiable assets
acquired
|
3.4
|
2.6
|
6.0
|
Goodwill
|
|
|
14.2
|
Total cash consideration
|
|
|
20.2
|
Initial cash
consideration
|
|
|
19.1
|
Contingent consideration
|
|
|
1.1
|
Total consideration
|
|
|
20.2
|
The estimated fair value of trade
and other receivables was £4.5m, which approximated the gross
contractual amount.
JCA Engineering
On 3 September 2023, the Group
completed the acquisition of the entire issued share capital of JCA
Head Co Limited (JCA Engineering), a leading critical environment
project designer and principal contractor for mechanical and
electrical works, asset upgrades and replacements, and office fit
outs. The transaction consideration comprises cash consideration of
£45.0m.
Amounts up to a maximum of £10.5m
payable to the former owners of the business have been accounted
for as remuneration for post acquisition employment services
because a condition of receiving the payment is the individuals'
continued employment within the Mitie Group. These amounts are
payable based on three performance periods for the years ending 31
March 2024, 2025 and 2026 up to a maximum of £10.5m in total. These
payments are accrued over the period that the related employment
services are received, up until the point at which the
consideration becomes payable. As at 31 March 2024, £4.8m was
included in other payables relating to these transactions and the
expense has been included in administrative expenses and classified
as Other items within the condensed consolidated income
statement.
JCA Engineering contributed £66.9m
of revenue and £4.7m of operating profit before Other items to the
Group's results during the year ended 31 March 2024.
Goodwill on the acquisition of JCA
Engineering represents the premium associated with taking over the
operations, which are considered to strengthen the Group's critical
environment capabilities.
The Group's provisional assessment
of the fair values of the assets and liabilities recognised as a
result of the acquisition has been based on the total fair value of
the consideration. Management continues to seek further information
to complete accounting on the business combination within the
12-month measurement period. The provisional purchase price
allocation is as follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Customer contracts and
relationships
|
-
|
15.3
|
15.3
|
Brand
|
-
|
0.4
|
0.4
|
Property, plant and
equipment
|
0.1
|
-
|
0.1
|
Right-of-use assets
|
-
|
0.4
|
0.4
|
Deferred tax assets
|
1.1
|
-
|
1.1
|
Current tax assets
|
1.8
|
-
|
1.8
|
Trade and other
receivables
|
11.7
|
-
|
11.7
|
Cash and cash
equivalents
|
19.2
|
-
|
19.2
|
Trade and other payables
|
(12.8)
|
-
|
(12.8)
|
Deferred income
|
(3.3)
|
-
|
(3.3)
|
Provisions
|
(0.1)
|
-
|
(0.1)
|
Lease liabilities
|
-
|
(0.4)
|
(0.4)
|
Current tax liabilities
|
(0.7)
|
-
|
(0.7)
|
Deferred tax liabilities
|
-
|
(3.9)
|
(3.9)
|
Net identifiable assets
acquired
|
17.0
|
11.8
|
28.8
|
Goodwill
|
|
|
16.2
|
Total cash consideration
|
|
|
45.0
|
The fair value of acquired trade
and other receivables is £11.7m. The gross contractual amount for
trade and other receivables due is £11.8m, with a loss allowance of
£0.1m recognised on acquisition.
Biservicus
On 7 September 2023, the Group
completed the acquisition of the entire issued share capital of
Biservicus Sistemas De Seguridad S.A. (Biservicus), a security
business in Spain specialising in the installation, maintenance,
surveillance and operation of fire, security, and alarm systems.
The transaction consideration comprises an initial cash
consideration equivalent to £2.7m and contingent consideration with
a fair value of £0.2m, which is also the maximum contingent
consideration payable.
Biservicus contributed £4.1m of
revenue and £0.4m of operating profit before Other items to the
Group's results during the year ended 31 March 2024.
Goodwill on the acquisition of
Biservicus represents the premium associated with taking over the
operations, which are considered to strengthen the Group's existing
fire and security system capabilities.
The Group's provisional assessment
of the fair values of the assets and liabilities recognised as a
result of the acquisition has been based on the total fair value of
the consideration. Management continues to seek further information
to complete accounting on the business combination within the
12-month measurement period. The provisional purchase price
allocation is as follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Customer contracts and
relationships
|
-
|
0.1
|
0.1
|
Other intangible assets
|
0.1
|
-
|
0.1
|
Property, plant and
equipment
|
0.5
|
-
|
0.5
|
Inventories
|
0.1
|
-
|
0.1
|
Trade and other
receivables
|
0.7
|
-
|
0.7
|
Cash and cash
equivalents
|
0.2
|
-
|
0.2
|
Trade and other payables
|
(0.7)
|
-
|
(0.7)
|
Deferred income
|
(0.3)
|
-
|
(0.3)
|
Net identifiable assets
acquired
|
0.6
|
0.1
|
0.7
|
Goodwill
|
|
|
2.2
|
Total cash consideration
|
|
|
2.9
|
Initial cash
consideration
|
|
|
2.7
|
Contingent consideration
|
|
|
0.2
|
Total consideration
|
|
|
2.9
|
The estimated fair value of trade
and other receivables is £0.7m, which approximates the gross
contractual amount.
Cliniwaste
On 9 October 2023, the Group
acquired Cliniwaste Holdings Limited (Cliniwaste) for cash
consideration of £1.0m. Cliniwaste specialises in treating plastic
waste generated by the NHS and pharmaceutical manufacturers,
turning it into a reusable resource. The transaction consideration
comprised cash consideration of £1.0m.
Cliniwaste contributed £2.0m of
revenue and £0.3m of operating loss before Other items to the
Group's results during the year ended 31 March 2024.
Goodwill on the acquisition of
Cliniwaste represents the premium associated with taking over the
operations, which are considered to strengthen the Group's ability
to provide sustainable waste management solutions to its clients,
particularly in the healthcare and pharmaceutical
sectors.
The Group's provisional assessment
of the fair values of the assets and liabilities recognised as a
result of the acquisition has been based on the total fair value of
the consideration. Management continues to seek further information
to complete accounting on the business combination within the
12-month measurement period. The provisional purchase price
allocation is as follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Other intangible assets
|
0.2
|
-
|
0.2
|
Property, plant and
equipment
|
1.5
|
-
|
1.5
|
Right-of-use assets
|
-
|
2.0
|
2.0
|
Trade and other
receivables
|
1.0
|
-
|
1.0
|
Cash and cash
equivalents
|
0.6
|
-
|
0.6
|
Trade and other payables
|
(3.8)
|
(0.3)
|
(4.1)
|
Provisions
|
-
|
(0.9)
|
(0.9)
|
Lease liabilities
|
-
|
(2.0)
|
(2.0)
|
Current tax liabilities
|
(0.2)
|
-
|
(0.2)
|
Deferred tax liabilities
|
(0.6)
|
-
|
(0.6)
|
Net identifiable liabilities
acquired
|
(1.3)
|
(1.2)
|
(2.5)
|
Goodwill
|
|
|
3.5
|
Total cash consideration
|
|
|
1.0
|
The estimated fair value of trade
and other receivables was £1.0m, which approximated the gross
contractual amount.
GBE
On 1 November 2023, the Group
completed the acquisition of GBE Converge Group Ltd (GBE), a
leading independent provider of fire, security and information and
communications technology (ICT) solutions. The transaction
consideration comprised cash consideration of £17.6m.
Amounts up to a maximum of £7.0m
payable to the former owners of the business have been treated as
remuneration for post acquisition employment services because a
condition of receiving the payment is the individuals' continued
employment within the Mitie Group. These amounts are payable based
on three performance periods for the years ending 31 October 2024,
2025 and 2026 up to a maximum of £7.0m in total. These payments are
accrued over the period that the related employment services are
received up until the point at which the consideration becomes
payable. As at 31 March 2024, £1.4m was included in other payables
relating to these transactions, and the expense has been included
in administrative expenses and classified as Other items within the
condensed consolidated income statement.
GBE contributed £19.3m of revenue
and £0.2m of operating loss before Other items to the Group's
results during the year ended 31 March 2024.
Goodwill on the acquisition of GBE
represents the premium associated with taking over the operations,
which are considered to strengthen the Group's existing fire,
security and information system capabilities.
The Group's provisional assessment
of the fair values of the assets and liabilities recognised as a
result of the acquisition has been based on the total fair value of
the consideration. Management continues to seek further information
to complete accounting on the business combination within the
12-month measurement period. The provisional purchase price
allocation is as follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Customer contracts and
relationships
|
-
|
2.7
|
2.7
|
Brand
|
-
|
0.1
|
0.1
|
Property, plant and
equipment
|
0.3
|
-
|
0.3
|
Right-of-use assets
|
-
|
0.4
|
0.4
|
Inventories
|
0.5
|
-
|
0.5
|
Trade and other
receivables
|
16.9
|
-
|
16.9
|
Cash and cash
equivalents
|
0.4
|
-
|
0.4
|
Trade and other payables
|
(9.4)
|
-
|
(9.4)
|
Provisions
|
(1.0)
|
-
|
(1.0)
|
Deferred income
|
(0.2)
|
-
|
(0.2)
|
Lease liabilities
|
-
|
(0.4)
|
(0.4)
|
Deferred tax liabilities
|
-
|
(0.7)
|
(0.7)
|
Net identifiable assets
acquired
|
7.5
|
2.1
|
9.6
|
Goodwill
|
|
|
8.0
|
Total cash consideration
|
|
|
17.6
|
The fair value of acquired trade
and other receivables is £16.9m. The gross contractual amount for
trade and other receivables due is £17.6m, with a loss allowance of
£0.7m recognised.
Landmarc
The Group holds 51% of the equity
shares in Landmarc Support Services Limited (Landmarc). The
remaining 49% of the equity shares in Landmarc are held by a single
third party (the joint venture partner). Prior to 16 November 2023,
management considered Landmarc to be a joint venture despite the
Group having majority shareholding. This was because, under the
terms of the shareholders' agreement prevalent prior to that date,
joint agreement was required with the other party to pass
resolutions for all significant activities.
On 10 October 2023, the Group
entered into an agreement with the joint venture partner to amend
the Landmarc shareholders' agreement. The change of control in
relation to Landmarc required a mandatory notification under the UK
National Security and Investment Act 2021 due to Landmarc's
business of providing services for the management and operation of
the UK Defence Training Estate. Clearance was granted on 16
November 2023 at which point the amendments to the shareholders'
agreement became effective. From that date onwards Landmarc has
been consolidated as a subsidiary of the Group.
No cash was transferred to achieve
control and the deemed consideration for the purpose of acquisition
accounting is the fair value of the Group's previously held
interest in Landmarc at the date of obtaining control. The fair
value has been determined with the assistance of third-party
valuation specialists by discounting the future cash flows expected
to be generated by Landmarc at a discount rate to reflect the risks
associated with the cash flows. The determined fair value of the
Group's 51% interest in Landmarc was £23.7m which was £17.9m
greater than the £5.8m carrying amount of the investment at the
date of obtaining control. This £17.9m fair value gain has been
included in other income and classified as Other items within the
condensed consolidated income statement (see Note 4).
The provisional fair values of
assets and liabilities acquired are as follows:
|
Book value
£m
|
Fair value adjustments
£m
|
Provisional
fair value
£m
|
Customer contracts and
relationships
|
-
|
31.9
|
31.9
|
Brand
|
-
|
0.7
|
0.7
|
Property, plant and
equipment
|
3.1
|
-
|
3.1
|
Right-of-use assets
|
-
|
1.3
|
1.3
|
Retirement benefit asset
|
2.8
|
-
|
2.8
|
Deferred tax assets
|
0.7
|
-
|
0.7
|
Trade and other
receivables
|
22.0
|
-
|
22.0
|
Cash and cash
equivalents
|
31.6
|
-
|
31.6
|
Trade and other payables
|
(45.0)
|
-
|
(45.0)
|
Provisions
|
(1.7)
|
-
|
(1.7)
|
Deferred income
|
(0.4)
|
-
|
(0.4)
|
Lease liabilities
|
-
|
(1.3)
|
(1.3)
|
Current tax liabilities
|
(0.3)
|
-
|
(0.3)
|
Deferred tax liabilities
|
-
|
(8.1)
|
(8.1)
|
Net identifiable assets
acquired
|
12.8
|
24.5
|
37.3
|
Non-controlling
interest1
|
|
|
(18.3)
|
Goodwill
|
|
|
4.7
|
Deemed consideration (fair value of
previously held investment)
|
|
|
23.7
|
Note:
1. The Group has opted to recognise
the non-controlling interest in Landmarc at its proportionate share
of the acquired identifiable net assets.
As a subsidiary, Landmarc
contributed £78.8m of revenue and £13.5m of operating profit before
Other items to the Group's results during the year ended 31 March
2024.
Revenue and operating profit from
acquisitions
Five of the seven acquisitions made
during the period have been integrated into the Business Services
division (Linx International, RHI Industrials, Biservicus,
Cliniwaste and GBE). JCA Engineering has been integrated into the
Technical Services division, and Landmarc has been integrated into
the CG&D division.
The acquired entities from the date
of obtaining control for the year ended 31 March 2024, contributed
£191.7m of revenue and £20.1m of operating profit before Other
items to the Group's results.
Based on estimates made of the full
year impact if all acquisitions had been completed on 1 April 2023,
Group revenue for the year would have increased by approximately
£268.9m and operating profit before Other items would have
increased by £9.5m, resulting in total Group revenue of £4,714.1m
and total Group operating profit before Other items of
£219.7m.
Cash flows on acquisitions
|
2024
£m
|
2023
£m
|
Cash consideration
|
87.6
|
18.6
|
Less: cash balance
acquired
|
(53.6)
|
(2.0)
|
Net outflow of cash - investing
activities
|
34.0
|
16.6
|
G2 Energy Limited asset
purchase
On 28 July 2023, Mitie acquired a
portfolio of assets from the liquidators of G2 Energy Limited for
cash consideration of £0.6m. The purchase enhances Mitie's high
voltage electrical and civil engineering capabilities. This has
been accounted for as an asset purchase.
19. Retirement benefit schemes
The Group operates a number of
pension arrangements for employees:
•
|
Defined contribution schemes for
the majority of its employees; and
|
•
|
Defined benefit schemes which
include the Group scheme, the Landmarc scheme and other smaller
schemes.
|
Defined contribution schemes
A defined contribution scheme is a
pension scheme under which the Group pays contributions to an
independently administered fund; such contributions are based upon
a fixed percentage of employees' pay. The Group has no legal or
constructive obligations to pay further contributions to the fund
once these contributions have been paid. Members' benefits are
determined by the amount of contributions paid, together with
investment returns earned on the contributions arising from the
performance of each individual's chosen investments and the type of
pension the member chooses to take at retirement. As a result,
actuarial risk (that pension will be lower than expected) and
investment risk (that the assets invested in do not perform in line
with expectations) are borne by the employee.
The Group's contributions are
recognised as an employee benefit expense when they are
due.
The Group operates four separate
schemes: a stakeholder defined contribution plan, which is closed
to new members; a self-invested personal pension plan, which is
closed to new members; and two Group personal pension (GPP) plans.
Employer contributions are payable to each on a matched basis
requiring employee contributions to be paid. Employees have the
option to pay their share via a salary sacrifice arrangement. The
scheme used to satisfy auto-enrolment compliance is a master trust,
The People's Pension.
During the year, the Group made a
total contribution to the defined contribution schemes of £18.1m
(2023: £15.3m) and contributions to the auto-enrolment scheme of
£22.1m (2023: £20.4m), which are included in the condensed
consolidated income statement charge. The Group expects to make
contributions of a similar amount in the year ending 31 March
2025.
Defined benefit schemes
Mitie Group plc Pension Scheme (the Group
scheme)
The Group scheme comprises two
segregated sections: Part A (the Group section) and Part B (the
Interserve section). The assets and liabilities of the two sections
are ring-fenced.
The Group section provides benefits
to members in the form of a guaranteed level of pension payable for
life. The level of benefits provided depends on members' length of
service and their final pensionable pay.
The Group section was closed to new
members in 2006, with new employees able to join one of the defined
contribution schemes.
The Interserve section was formed in
the year ended 31 March 2023 when the assets and liabilities were
transferred from the Interserve Scheme Part C, which in turn had
been formed to take Interserve members out of the Interserve Group
Pension Scheme as part of the arrangements for Mitie's acquisition
of Interserve in 2020.
The Group scheme is operated under
the UK regulatory framework. Benefits are paid to members from the
trust-administered fund, where the Trustee is responsible for
ensuring that the scheme is sufficiently funded to meet current and
future benefit payments. Plan assets are held in trust and are
governed by pension legislation. If investment experience is worse
than expected or the actuarial assessment of the scheme's
liabilities increases, the Group's financial obligations to the
scheme rise.
The nature of the relationship
between the Group and the Trustee is also governed by regulations
and practice. The Trustee must agree a funding plan with the
sponsoring company such that any funding shortfall is expected to
be met by additional contributions and investment outperformance.
In order to assess the level of contributions required, triennial
valuations are carried out, with the scheme's obligations measured
using prudent assumptions (which are determined by the Trustee with
advice from the scheme actuary). The most recent triennial
valuation was carried out as at 31 March 2023, which indicated an
actuarial deficit of £19.4m, an improvement of £72.7m since the
last valuation. During the year, Mitie paid £10.6m of deficit
repair contributions and the Group has agreed to pay total deficit
repair contributions of £22.5m over the next four years.
The Trustee's other duties include
managing the investment of the scheme's assets, administration of
plan benefits and exercising of discretionary powers. The Group
works closely with the Trustee to manage the scheme.
The Group has an unconditional right
to refund of surplus assuming the gradual settlement over time
until all members have left the section. Accordingly, there is no
restriction on the surplus.
The Landmarc Pension Scheme (the Landmarc
scheme)
The Group obtained control of
Landmarc Support Services Limited (Landmarc) on 16 November 2023
(see Note 18). Landmarc is the employing company for the Landmarc
scheme, which commenced on 1 July 2003, at which time approximately
1,000 employees became members of the scheme. From that date the
majority of new employees were provided with defined contribution
benefits under a separate arrangement, with membership of the
Landmarc Scheme for certain new employees only available at the
discretion of the employing company. On 1 July 2021 the last
remaining active members ceased accrual and the scheme closed to
future accrual.
In December 2022 the trustee of the
scheme entered into a qualifying insurance buy-in to secure the
remaining uninsured benefits of the scheme.
The membership data used for the
formal actuarial valuation as at 31 December 2020 has been rolled
forward and used to calculate results under IAS 19 Employee Benefits by an independent
qualified actuary. As required by IAS 19, the value of the defined
benefit liabilities has been measured using the projected unit
method.
The Group has an unconditional right
to refund of surplus assuming the gradual settlement over time
until all members have left the scheme. Accordingly, there is no
restriction on the surplus on the Company's statement of financial
position (or additional minimum liability to be
recognised).
Other defined benefit schemes
Grouped together under Other schemes
are a number of schemes to which the Group makes contributions
under Admitted Body status to clients' (generally local government
or government entities) defined benefit schemes in respect of
certain employees who transferred to the Group under TUPE,
as well as three smaller schemes that the Group
acquired on the acquisition of Interserve. The valuations of
the Other schemes are updated by an actuary at each condensed
consolidated statement of financial position date.
For the Admitted Body schemes, which
are largely sections of the Local Government Pension Scheme, the
Group will only participate for a finite period up to the end of
the relevant contract. The Group is required to pay regular
contributions, as decided by the relevant scheme actuaries and
detailed in each scheme's Contributions Certificate, which are
calculated every three years as part of a triennial valuation. In a
number of cases, contributions payable by the employer are capped
and any excess is recovered from the entity that the employees
transferred from. In addition, in certain cases, at the end of the
contract the Group will be required to pay any deficit (as
determined by the scheme actuary) that is assessed for its notional
section of the scheme.
The Group made contributions to the
Other schemes of £0.4m in the year (2023: £0.7m). The Group expects
to make contributions of a similar amount in the year ending 31
March 2025.
Multi-employer schemes
As a result of acquisition activity
and staff transfers following contract wins, the Group participates
in four multi-employer pension schemes. The total contributions to
these schemes for the financial year ending 31 March 2025 are
anticipated to be £0.1m. For three of these schemes, the Group's
share of the assets and liabilities is minimal.
The fourth scheme is the Plumbing
& Mechanical Services (UK) Industry Pension Scheme (the
Plumbing Scheme), a funded multi-employer defined benefit scheme.
The Plumbing Scheme was founded in 1975 and to date has had over
4,000 employers. The Group has received a Section 75 employer debt
notice in respect of the participation of Robert Prettie & Co
Limited in the Plumbing Scheme.
As a result of the Interserve
acquisition, the Group increased its participation in the Plumbing
Scheme and the Group has received a Section 75 employer debt notice
in respect of the participation of Mitie FM Limited.
Provisions of £21.7m were held at 31
March 2024 for Section 75 employer debts in respect of the
participation of Robert Prettie & Co Limited and Mitie FM
Limited in the Plumbing Scheme. See Note 13.
Accounting assumptions
The assumptions used in calculating
the accounting costs and obligations of the Group's defined benefit
pension schemes, as detailed below, are set after consultation with
independent, professionally qualified actuaries.
The discount rate used to determine
the present value of the obligations is set by reference to market
yields on high-quality corporate bonds. The assumptions for price
inflation are set by reference to the difference between yields on
longer-term conventional government bonds and index-linked bonds.
The assumptions for increases in pensionable pay take into account
expected salary inflation, the cap at CPI, and how often the cap is
likely to be exceeded.
The assumptions for life expectancy
have been set with reference to the actuarial tables used in the
latest funding valuations.
Principal accounting assumptions at condensed
consolidated statement of financial position date
|
Group section
|
Interserve section
|
Landmarc scheme
|
Other schemes
|
2024
%
|
2023
%
|
2024
%
|
2023
%
|
2024
%
|
2024
%
|
2023
%
|
Key assumptions used for IAS 19
valuation:
|
|
|
|
|
|
|
|
Discount rate
|
4.84
|
4.75
|
4.80
|
4.80
|
4.80
|
4.80
|
4.80
|
Expected rate of pensionable pay
increases
|
2.63
|
3.25
|
2.80
|
3.40
|
3.30
|
2.80
|
3.40
|
Retail price inflation
|
3.26
|
3.25
|
3.20
|
3.40
|
3.30
|
3.20
|
3.40
|
Consumer price inflation
|
2.63
|
2.50
|
2.80
|
2.90
|
2.70
|
2.80
|
2.90
|
Future pension increases
|
2.63
|
3.25
|
2.80
|
3.40
|
3.30
|
3.20
|
3.40
|
|
Group section
|
Interserve section
|
Landmarc scheme
|
2024
Years
|
2023
Years
|
2024
Years
|
2023
Years
|
2024
Years
|
Post retirement life
expectancy:
|
|
|
|
|
|
Current pensioners at 65 -
male
|
87.1
|
87.5
|
85.7
|
86.0
|
84.9
|
Current pensioners at 65 -
female
|
88.6
|
88.9
|
88.3
|
88.6
|
88.6
|
Future pensioners at 65 -
male
|
88.1
|
88.5
|
86.6
|
87.0
|
86.1
|
Future pensioners at 65 -
female
|
89.1
|
90.1
|
89.4
|
89.7
|
89.7
|
Life expectancy for the Other
schemes is that used by the relevant scheme actuary.
Sensitivity of defined benefit obligations to
key assumptions
The sensitivity of defined benefit
obligations to changes in principal actuarial assumptions is shown
below.
|
Impact on defined benefit
obligations
|
Change in assumption
|
(Decrease)/ increase
in obligations
%
|
(Decrease)/ increase
in obligations
£m
|
Increase in discount
rate
|
0.25%
|
(3.7)
|
(10.0)
|
Increase in retail price
inflation1
|
0.25%
|
2.6
|
7.0
|
Increase in consumer price
inflation (excluding pay)
|
0.25%
|
1.5
|
3.9
|
Increase in life
expectancy
|
1 year
|
3.7
|
10.0
|
Note:
1. Including other
inflation-linked assumptions (consumer price inflation, pension
increases and salary growth).
Some of the above changes in
assumptions may have an impact on the value of the scheme's
investment holdings. For example, the Group scheme holds a
proportion of its assets in UK corporate bonds. A fall in the
discount rate as a result of lower UK corporate bond yields would
lead to an increase in the value of these assets, mitigating the
increase in the defined benefit obligation to some extent. The
duration, or average term to payment for the benefits due, weighted
by liability, is around 15 years for the Group and Interserve
sections, and 13 years for the Landmarc scheme.
Amounts recognised in condensed consolidated
financial statements
Amounts recognised in the condensed
consolidated income statement are as follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
Current service cost
|
(0.1)
|
(0.5)
|
-
|
(0.9)
|
(1.5)
|
(0.2)
|
(0.8)
|
(1.5)
|
(2.5)
|
Past service cost (including
curtailments)
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
-
|
-
|
-
|
-
|
Total administration
expense
|
(1.1)
|
-
|
(0.1)
|
(0.1)
|
(1.3)
|
(0.9)
|
-
|
-
|
(0.9)
|
Amounts recognised in operating
profit
|
(1.2)
|
(0.5)
|
(0.1)
|
(1.3)
|
(3.1)
|
(1.1)
|
(0.8)
|
(1.5)
|
(3.4)
|
Net interest
income/(cost)
|
0.3
|
0.2
|
0.1
|
(0.1)
|
0.5
|
-
|
0.1
|
(0.2)
|
(0.1)
|
Amounts recognised in profit before
tax
|
(0.9)
|
(0.3)
|
-
|
(1.4)
|
(2.6)
|
(1.1)
|
(0.7)
|
(1.7)
|
(3.5)
|
|
|
|
|
|
|
|
|
|
| |
Amounts recognised in the condensed
consolidated statement of comprehensive income are as
follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
Actuarial gains/(losses) arising
due to changes in financial assumptions
|
2.2
|
0.2
|
(3.0)
|
2.6
|
2.0
|
79.5
|
11.1
|
22.8
|
113.4
|
Actuarial (losses)/gains arising
from liability experience
|
(8.0)
|
-
|
0.4
|
0.5
|
(7.1)
|
(12.4)
|
(1.6)
|
1.1
|
(12.9)
|
Actuarial (losses)/gains due to
changes in demographic assumptions
|
(0.5)
|
0.3
|
0.6
|
-
|
0.4
|
1.2
|
0.2
|
0.7
|
2.1
|
Movement in asset ceiling,
excluding interest
|
-
|
-
|
-
|
(6.0)
|
(6.0)
|
-
|
-
|
(8.7)
|
(8.7)
|
Return on scheme assets, excluding
interest income
|
(7.9)
|
(1.7)
|
2.2
|
4.0
|
(3.4)
|
(74.1)
|
(9.8)
|
(11.1)
|
(95.0)
|
Return on reimbursement
asset1
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
-
|
-
|
0.2
|
0.2
|
Amounts recognised in condensed
consolidated statement of comprehensive income
|
(14.2)
|
(1.2)
|
0.2
|
1.0
|
(14.2)
|
(5.8)
|
(0.1)
|
5.0
|
(0.9)
|
|
|
|
|
|
|
|
|
|
| |
Note:
1. Included within the
consolidated statement of comprehensive income is £0.1m loss (2023:
£0.2m gain) related to a defined benefit reimbursement asset of
£0.9m (2023: £1.0m), which is recorded within other
receivables.
The amounts included in the
condensed consolidated statement of financial position are as
follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
Fair value of scheme
assets
|
174.8
|
24.4
|
41.1
|
80.0
|
320.3
|
170.3
|
24.2
|
77.1
|
271.6
|
Present value of defined benefit
obligations1
|
(177.4)
|
(23.2)
|
(38.1)
|
(58.1)
|
(296.8)
|
(169.6)
|
(22.5)
|
(62.2)
|
(254.3)
|
(Deficit)/surplus without
restriction2
|
(2.6)
|
1.2
|
3.0
|
21.9
|
23.5
|
0.7
|
1.7
|
14.9
|
17.3
|
Asset ceiling
|
-
|
-
|
-
|
(24.3)
|
(24.3)
|
-
|
-
|
(17.5)
|
(17.5)
|
Net pension
(liability)/asset
|
(2.6)
|
1.2
|
3.0
|
(2.4)
|
(0.8)
|
0.7
|
1.7
|
(2.6)
|
(0.2)
|
|
|
|
|
|
|
|
|
|
| |
All figures above are shown before
deferred tax.
Notes:
1. The 31 March 2023
comparatives have been restated to increase the asset ceiling by
£8.8m and reduce the present value of the defined benefit
obligation by £8.8m in order to properly show the full effect of
the asset ceiling separately. Some of the effect of the asset
ceiling had been previously included within the defined benefit
obligation. There is no impact on the net retirement benefit
liabilities recognised in the statement of financial
position.
2. Schemes in surplus
are shown net of tax of £1.4m (2023: £1.3m).
Movements in the present value of
defined benefit obligations were as follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
At 1 April
|
169.6
|
22.5
|
-
|
62.2
|
254.3
|
238.3
|
31.0
|
84.7
|
354.0
|
Arising on business
combination
|
-
|
-
|
36.3
|
-
|
36.3
|
-
|
-
|
-
|
-
|
Current service cost
|
0.1
|
0.5
|
-
|
0.9
|
1.5
|
0.2
|
0.8
|
1.5
|
2.5
|
Interest cost
|
7.9
|
1.1
|
0.7
|
2.7
|
12.4
|
6.4
|
0.9
|
2.2
|
9.5
|
Contributions from scheme
members
|
-
|
0.1
|
-
|
0.2
|
0.3
|
-
|
0.1
|
0.2
|
0.3
|
Actuarial (gains)/losses arising
due to changes in financial assumptions
|
(2.2)
|
(0.2)
|
3.0
|
(2.6)
|
(2.0)
|
(79.5)
|
(11.1)
|
(22.8)
|
(113.4)
|
Actuarial losses/(gains) arising
from experience
|
8.0
|
-
|
(0.4)
|
(0.5)
|
7.1
|
12.4
|
1.6
|
(1.1)
|
12.9
|
Actuarial losses/(gains) due to
changes in demographic assumptions
|
0.5
|
(0.3)
|
(0.6)
|
-
|
(0.4)
|
(1.2)
|
(0.2)
|
(0.7)
|
(2.1)
|
Benefits paid
|
(6.5)
|
(0.5)
|
(0.9)
|
(1.4)
|
(9.3)
|
(7.0)
|
(0.6)
|
(1.6)
|
(9.2)
|
Past service cost
|
-
|
-
|
-
|
(1.4)
|
(1.4)
|
-
|
-
|
-
|
-
|
Contract transfer
|
-
|
-
|
-
|
(2.0)
|
(2.0)
|
-
|
-
|
-
|
-
|
Settlement gain
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
At 31 March
|
177.4
|
23.2
|
38.1
|
58.1
|
296.8
|
169.6
|
22.5
|
62.2
|
254.3
|
|
|
|
|
|
|
|
|
|
| |
The defined benefit obligations
analysed by participant status is as follows:
|
|
2024
|
2023
|
|
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Group
section
£m
|
Interserve section
£m
|
|
Active
|
|
1.8
|
20.3
|
-
|
3.1
|
19.7
|
|
Deferred
|
|
102.9
|
1.7
|
12.2
|
86.8
|
1.6
|
|
Pensioners
|
|
72.7
|
1.2
|
25.9
|
79.7
|
1.2
|
|
At 31 March
|
|
177.4
|
23.2
|
38.1
|
169.6
|
22.5
|
|
|
|
|
|
|
|
|
|
| |
Movements in the fair value of
scheme assets were as follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
At 1 April
|
170.3
|
24.2
|
-
|
77.2
|
271.7
|
231.0
|
32.6
|
87.0
|
350.6
|
Arising on acquisition
|
-
|
-
|
39.1
|
-
|
39.1
|
|
|
|
|
Interest income
|
8.2
|
1.3
|
0.8
|
3.4
|
13.7
|
6.4
|
1.0
|
2.0
|
9.4
|
Actuarial gains/(losses) on
assets
|
(7.9)
|
(1.7)
|
2.2
|
4.0
|
(3.4)
|
(74.1)
|
(9.8)
|
(11.1)
|
(95.0)
|
Contributions from the sponsoring
companies1
|
11.8
|
1.0
|
-
|
0.4
|
13.2
|
14.9
|
0.9
|
0.7
|
16.5
|
Contributions from scheme
members
|
-
|
0.1
|
-
|
0.2
|
0.3
|
-
|
-
|
0.1
|
0.1
|
Expenses paid
|
(1.1)
|
-
|
(0.1)
|
(0.1)
|
(1.3)
|
(0.9)
|
-
|
-
|
(0.9)
|
Benefits paid
|
(6.5)
|
(0.5)
|
(0.9)
|
(1.4)
|
(9.3)
|
(7.0)
|
(0.5)
|
(1.6)
|
(9.1)
|
Past service cost
|
-
|
-
|
-
|
(1.7)
|
(1.7)
|
-
|
-
|
-
|
-
|
Contract transfer
|
-
|
-
|
-
|
(2.0)
|
(2.0)
|
-
|
-
|
-
|
-
|
At 31 March
|
174.8
|
24.4
|
41.1
|
80.0
|
320.3
|
170.3
|
24.2
|
77.1
|
271.6
|
|
|
|
|
|
|
|
|
|
| |
Note:
1. Group section
contributions of £11.8m (2023: £14.9m) is inclusive of £10.6m
deficit repair contributions (2023: £13.9m).
Movements in the asset ceiling
were as follows:
|
2024
£m
|
2023
£m
|
At 1 April
|
17.5
|
8.7
|
Interest cost on asset
ceiling
|
0.8
|
0.1
|
Change in asset ceiling excluding
interest
|
6.0
|
8.7
|
At 31 March
|
24.3
|
17.5
|
Fair values of the assets held by
the schemes were as follows:
|
2024
|
2023
|
Group section
£m
|
Interserve section
£m
|
Landmarc scheme
£m
|
Other schemes
£m
|
Total
£m
|
Group section
£m
|
Interserve section
£m
|
Other schemes
£m
|
Total
£m
|
Equities
|
28.3
|
-
|
-
|
42.8
|
71.1
|
28.3
|
3.6
|
48.1
|
80.0
|
Government bonds
|
70.7
|
10.6
|
-
|
4.0
|
85.3
|
67.9
|
10.5
|
1.7
|
80.1
|
Corporate bonds
|
53.0
|
6.0
|
-
|
14.1
|
73.1
|
50.5
|
2.6
|
9.8
|
62.9
|
Property
|
2.3
|
-
|
-
|
11.8
|
14.1
|
3.4
|
1.8
|
10.6
|
15.8
|
Diversified growth fund
|
8.6
|
7.8
|
-
|
1.5
|
17.9
|
9.5
|
5.1
|
1.5
|
16.1
|
Cash
|
11.2
|
-
|
1.9
|
4.7
|
17.8
|
10.7
|
0.6
|
5.4
|
16.7
|
Insurance policies
|
-
|
-
|
39.2
|
1.1
|
40.3
|
-
|
-
|
-
|
-
|
Commodities
|
0.7
|
-
|
-
|
-
|
0.7
|
-
|
-
|
-
|
-
|
Total fair value of
assets
|
174.8
|
24.4
|
41.1
|
80.0
|
320.3
|
170.3
|
24.2
|
77.1
|
271.6
|
|
|
|
|
|
|
|
|
|
| |
The investment portfolios are
diversified, investing in a wide range of assets, in order to
provide reasonable assurance that no single asset or type of asset
could have a materially adverse impact on the total portfolio. To
reduce volatility, certain assets are held in a matching portfolio,
which largely consists of government and corporate bonds, designed
to mirror movements in corresponding liabilities.
The property assets represent quoted
property investments.
Risks and risk management
The Group scheme, in common with the
majority of UK plans, has a number of risks. These areas of risk
and the ways in which the Group has sought to manage them, are set
out in the table below.
The risks are considered from both a
funding perspective, which drives the cash commitments of the
Group, and from an accounting perspective, i.e. the extent to which
such risks affect the amounts recorded in the Group's condensed
consolidated financial statements:
Risk
|
Description
|
Asset volatility
|
The funding liabilities are
calculated using a discount rate set with reference to government
bond yields, with allowance for additional return to be generated
from the investment portfolio. The defined benefit obligation for
accounting is calculated using a discount rate set with reference
to corporate bond yields. The Group scheme holds 24% of its assets
in equities and other return-seeking assets (principally
diversified growth funds (DGFs) and property). The returns on such
assets tend to be volatile and are not correlated to government
bonds. This means that the funding level has the potential to be
volatile in the short term, potentially resulting in short-term
cash requirements, or alternative security offers, which are
acceptable to the Trustee, and an increase in the net defined
benefit liability recorded on the Group's condensed consolidated
statement of financial position. Equities and DGFs are considered
to offer the best returns over the long term with an acceptable
level of risk and hence the scheme holds a significant proportion
of these types of assets. However, the scheme's assets are
well-diversified by investing in a range of asset classes,
including property, government bonds and corporate bonds. The Group
scheme holds 8% of its assets in DGFs which seek to maintain high
levels of return while achieving lower volatility than direct
equity funds. The allocation to return seeking assets is monitored
to ensure it remains appropriate, given the scheme's long-term
objectives. The investment in bonds is discussed further
below.
|
Changes in bond yields
|
Falling bond yields tend to
increase the funding and accounting obligations. However, the
investment in corporate and government bonds offers a degree of
matching, i.e. the movement in assets arising from changes in bond
yields partially matches the movement in the funding or accounting
obligations. In this way, the exposure to movements in bond yields
is reduced.
|
Inflation risk
|
The majority of the Group scheme's
benefit obligations are linked to inflation. Higher inflation will
lead to higher liabilities (although caps on the level of
inflationary increases are in place to protect the plan against
extreme inflation). The majority of the Group scheme's assets are
either unaffected by inflation (fixed interest bonds) or loosely
correlated with inflation (equities), meaning that an increase in
inflation will also increase the deficit.
|
Life expectancy
|
The majority of the Group scheme's
obligations are to provide a pension for the life of the member, so
increases in life expectancy will result in an increase in the
obligations.
|
Areas of risk management
Although investment decisions in the
Group scheme are the responsibility of the Trustee, the Group takes
an active interest to ensure that pension plan risks are managed
effectively. The Group and Trustee have agreed a long-term strategy
for reducing investment risk where appropriate.
Certain benefits payable on death
before retirement are insured.
Details of the latest funding
valuation
|
Group scheme
|
Date of latest funding
valuation
|
31 March 2023
|
Assets at valuation date
|
£170.1m
|
Funding liabilities at valuation
date
|
£189.5m
|
Deficit at valuation
date
|
£19.4m
|
The total contribution rate was set
at 33.6% of annual pay for the remaining active members. The
employer contribution rate is the balance of the total cost after
deducting the employee contribution rate, which varies depending on
status and earnings. The total contribution excludes any allowances
for expenses met by the scheme.
The following table sets out
details of the membership of the Group scheme at 31 March
2024:
|
Group scheme
|
Active members - by
number
|
14
|
Active members - by proportion of
funding liability
|
1.2%
|
Total pensionable salary roll
p.a.
|
£0.4m
|
Deferred members - by
number
|
696
|
Deferred members - by proportion of
funding liability
|
57.9%
|
Total deferred pensions
p.a.
|
£4.5m
|
Pensioner members - by
number
|
852
|
Pensioner members - by proportion
of funding liability
|
40.8%
|
Total pensions in payment
p.a.
|
£4.5m
|
20. Contingent liabilities
Contractual disputes, guarantees and
indemnities
The Group is, from time to time,
party to contractual disputes that arise in the ordinary course of
business. Management does not anticipate that the outcome of any of
these disputes will have a material adverse effect on the Group's
financial position, other than as already provided for in the
condensed consolidated financial statements. In appropriate cases,
a provision is recognised based on best estimates and management
judgement but there can be no guarantee that these provisions
(which may be subject to potentially material revision from time to
time) will result in an accurate prediction, due to the uncertainty
of the actual costs and liabilities that may be
incurred.
The Company and its subsidiaries
have given guarantees and entered into counter-indemnities
amounting to £37.9m (2023: £33.7m) in respect of performance bonds
and letter of credits relating to certain Group contracts. These
are issued by financial institutions on behalf of the Group and are
disclosed as a contingent liability until such time as it becomes
probable that payment is required under the terms of the
arrangements.
21. Related party transactions
Transactions between the Company and
its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this Note.
Mitie Group plc has a related party
relationship with the Mitie Foundation, a charitable company.
During the year, the Group made donations and gifts in kind of
£0.2m (2023: £0.2m) to the Foundation.
During the year ended 31 March 2024,
the Group recognised revenue from transactions with joint ventures
or associates of £5.3m (2023: £5.8m). There are no amounts due from
joint ventures and associates at the year end (2023: £0.4m) and no
expense has been recognised in the year for expected credit losses
in respect of the amounts owed by joint ventures and associates
(2023: £0.1m).
All transactions with these related
parties were made on terms equivalent to those that prevail in
arm's length transactions.
No other transactions during the
year ended 31 March 2024 meet the definition of related party
transactions.
22. Events after the reporting
period
On 15 April 2024, the Group
announced its intention to undertake a £50m share buyback programme
over the next 12 months.
Appendix - Alternative Performance
Measures
The Group presents various
Alternative Performance Measures (APMs) as management believes that
these are useful for users of the condensed consolidated financial
statements in helping to provide a balanced view of, and relevant
information on, the Group's financial performance.
In assessing its performance, the
Group has adopted certain non-statutory measures which, unlike its
statutory measures, cannot be derived directly from its condensed
consolidated financial statements. The Group commonly uses the
following measures to assess its performance:
Performance before Other items
The Group adjusts the statutory
income statement for Other items which, in management's judgement,
need to be disclosed separately by virtue of their nature, size and
incidence in order for users of the condensed consolidated
financial statements to obtain a proper understanding of the
financial information and the underlying performance of the
business.
These Other items include impairment
of goodwill, impairment and amortisation of acquisition related
intangible assets, acquisition and disposal related costs, gain or
loss on business disposals, cost of restructuring programmes and
other exceptional items. Further details of these Other items are
provided in Note 4.
Operating profit
|
|
2024
£m
|
2023
£m
|
Operating profit
|
Statutory measures
|
165.7
|
117.0
|
Adjust for: restructure
costs
|
Note 4
|
20.4
|
16.6
|
Adjust for: acquisition and
disposal related costs
|
Note 4
|
38.3
|
25.1
|
Adjust for: other exceptional
items
|
Note 4
|
3.7
|
3.4
|
Adjust for: fair value gain on
Landmarc acquisition
|
Note 4
|
(17.9)
|
-
|
Operating profit before Other
items
|
Performance measures
|
210.2
|
162.1
|
Reconciliations are provided below
to show how the Group's segmental reported results are adjusted to
exclude Other items.
Operating profit/(loss)
|
2024
|
2023
(restated)1
|
Reported results
£m
|
Adjust for: Other items (Note
4)
£m
|
Performance measures
£m
|
Reported
results
£m
|
Adjust for:
Other items
(Note 4)
£m
|
Performance measures
£m
|
Business Services
|
93.7
|
3.3
|
97.0
|
90.8
|
1.5
|
92.3
|
Technical Services
|
34.1
|
10.2
|
44.3
|
23.3
|
10.8
|
34.1
|
CG&D
|
98.3
|
(17.9)
|
80.4
|
60.6
|
(0.8)
|
59.8
|
Communities
|
37.8
|
1.3
|
39.1
|
31.0
|
0.4
|
31.4
|
Corporate centre
|
(98.2)
|
47.6
|
(50.6)
|
(88.7)
|
33.2
|
(55.5)
|
Total Group
|
165.7
|
44.5
|
210.2
|
117.0
|
45.1
|
162.1
|
1. The comparatives for the
year ended 31 March 2023 have been restated for the change in
composition of reportable segments (See Note 3).
In line with the Group's
measurement of profit from operations before Other items, the Group
also presents its basic earnings per share before Other items. The
table below reconciles this to the statutory basic earnings per
share.
Earnings per share
|
|
2024
pence
|
2023
pence
|
Statutory basic earnings per
share
|
Statutory measures
|
9.8
|
6.8
|
Adjust for: Other items per
share
|
|
2.5
|
2.7
|
Basic earnings per share before
Other items
|
Performance measures
|
12.3
|
9.5
|
Performance excluding Covid-related
contracts
Reconciliations are provided below
to show how the Group's reported results are adjusted to exclude
non-recurring short-term Covid-related contracts.
Revenue
|
|
2024
£m
|
2023
£m
|
Group revenue
|
Statutory measures
|
4,445.2
|
3,945.0
|
Adjust for: share of revenue of
joint ventures and associates
|
|
65.5
|
110.1
|
Revenue including share of joint
ventures and associates
|
Performance measures
|
4,510.7
|
4,055.1
|
Adjust for: revenue from short-term
Covid-related contracts1
|
|
-
|
(15.3)
|
Revenue excluding short-term
Covid-related contracts
|
Performance measures
|
4,510.7
|
4,039.8
|
Note:
1. In 2023, £14.7m was attributable
to the Business Services segment.
Operating profit
|
|
2024
£m
|
2023
£m
|
Operating profit
|
Statutory measures
|
165.7
|
117.0
|
Adjust for: Other items
|
|
44.5
|
45.1
|
Operating profit before Other
items
|
Performance measures
|
210.2
|
162.1
|
Adjust for: operating profit from
short-term Covid-related contracts1
|
|
-
|
(7.1)
|
Operating profit excluding
short-term Covid-related contracts
|
Performance measures
|
210.2
|
155.0
|
Note:
1. In 2023: £7.0m was attributable
to the Business Services segment.
Net debt and total financial
obligations
Net debt is defined as the
difference between total borrowings and cash and cash equivalents.
It is a measure that provides additional information on the Group's
financial position. Restricted cash which is subject to various
constraints on the Group's ability to utilise these balances, has
been excluded from the net debt measure.
Total financial obligations (TFO)
are defined as the Group's net debt and the net retirement benefit
liabilities. TFO represents all debt-like financing items the Group
has made use of at the year end.
A reconciliation from reported
figures is presented below:
Net debt
|
|
2024
£m
|
2023
£m
|
Cash and cash
equivalents
|
Statutory measures
|
244.9
|
248.3
|
Adjusted for: restricted cash and
cash held on trust1
|
Note 15
|
(4.2)
|
(6.4)
|
Financing liabilities
|
Note 16
|
(321.5)
|
(286.0)
|
Net debt
|
Performance measures
|
(80.8)
|
(44.1)
|
Net retirement benefit
liabilities
|
Note 19
|
(0.8)
|
(0.2)
|
TFO
|
Performance measures
|
(81.6)
|
(44.3)
|
Note:
1. Included within these
amounts is restricted cash of £4.2m (2023: £6.4m).
The Group uses an average net debt
measure as this reflects its financing requirements throughout the
period. The Group calculates its average net debt based on the
daily closing figures, including its foreign currency bank loans
translated at the closing exchange rate for the previous month end.
This measure showed average daily net debt of £160.7m for the year
ended 31 March 2024, compared with £84.3m for the year ended 31
March 2023.
Free cash flow
Free cash flow is a measure
representing the cash that the Group generates after accounting for
cash flows to support operations and maintain its capital assets.
It is a measure that provides additional information on the Group's
financial performance as it highlights the cash that is available
to the Group after operating and capital expenditure requirements
are met. The table below reconciles net cash generated from
operating activities to free cash inflow.
Free cash flow
|
|
2024
£m
|
2023
£m
|
Net cash generated from operating
activities
|
Statutory measures
|
197.7
|
83.0
|
Add: net decrease in restricted
cash and cash held on trust
|
Note 15
|
2.2
|
31.1
|
Interest received
|
|
3.6
|
2.2
|
Dividends received from joint
ventures and associates
|
Note 10
|
8.4
|
9.0
|
Employment-linked
earnouts
|
|
0.7
|
-
|
Purchase of property, plant and
equipment
|
|
(11.5)
|
(10.9)
|
Purchase of other intangible
assets
|
Note 9
|
(8.4)
|
(14.3)
|
Disposal of property, plant and
equipment
|
|
0.2
|
0.1
|
Lease incentives
received
|
|
5.7
|
-
|
Capital element of lease rentals
paid
|
|
(41.0)
|
(34.5)
|
Free cash inflow
|
Performance measures
|
157.6
|
65.7
|
Earnings before interest, tax, depreciation
and amortisation
Earnings before interest, tax,
depreciation and amortisation (EBITDA) is a measure of the Group's
profitability. EBITDA is measured as profit/(loss) before tax
excluding the impact of net finance costs, Other items,
depreciation of property, plant and equipment, amortisation and
impairment of non-current assets and amortisation of contract
assets.
EBITDA
|
|
2024
£m
|
2023
£m
|
Profit before tax
|
Statutory measures
|
156.3
|
105.5
|
Add: net finance costs
|
|
9.4
|
11.5
|
Operating profit
|
|
165.7
|
117.0
|
Add: Other items
|
Note 4
|
44.5
|
45.1
|
Operating profit before Other
items
|
|
210.2
|
162.1
|
Add:
|
|
|
|
Depreciation of property, plant and
equipment
|
|
48.2
|
43.1
|
Amortisation of non-current
assets1
|
Note 9
|
8.2
|
7.8
|
Amortisation of contract
assets
|
|
1.4
|
1.3
|
Impairment of non-current
assets1
|
Note 9
|
0.1
|
0.2
|
EBITDA
|
Performance measures
|
268.1
|
214.5
|
Note:
1. Excludes amounts classified in
the condensed consolidated income statement as Other
items.
Return on invested capital
Return on invested capital (ROIC) is
a measure of how efficiently the Group utilises its invested
capital to generate profits. The table below reconciles the Group's
net assets to invested capital and summarises how the ROIC is
derived.
|
|
2024
£m
|
2023
£m
|
Net assets
|
Statutory measures
|
473.7
|
421.7
|
Add:
|
|
|
|
Non-current liabilities
|
|
327.6
|
335.9
|
Current provisions
|
Note 13
|
66.5
|
54.2
|
Current private placement
notes
|
Note 16
|
30.0
|
-
|
Deduct:
|
|
|
|
Non-current deferred tax
assets
|
Note 14
|
(7.9)
|
(20.4)
|
Cash and cash
equivalents
|
Note 15
|
(244.9)
|
(248.3)
|
Invested capital
|
Performance measures
|
645.0
|
543.1
|
Operating profit before Other
items
|
|
210.2
|
162.1
|
Tax1
|
|
(39.7)
|
(24.3)
|
Operating profit before Other items
after tax1
|
|
170.5
|
137.8
|
ROIC %2
|
Performance measures
|
26.4%
|
25.4%
|
Notes:
1. Tax charge has been
calculated at the effective tax rate for the year on pre-tax
profits before Other items of 18.9% (2023: 15.0%).
2. The ROIC metric used for
the purposes of the Enhanced Delivery Plan (EDP) requires further
adjustments under the detailed rules agreed with
shareholders.